FOODCO Holding Company (P.J.S.C) Governance Report of 2015English).pdf · Governance Report of 2015. ... (SCA) in April 2007. ... goals and plans, in order to ensure compliance with

في المشروعات التجارية والعقارية ر، التجارة العامة، االستثما1979" سنة 3شركة مساهمة عامة أسست بموجب القانون رقم " أبوظبي، اإلمارات العربية المتحدة 2378ص.ب :

+971 2 6732100+ فاكس: 971 2 6731000تلفون: e-mail: [email protected]

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FOODCO Holding Company

(P.J.S.C)

Governance Report of 2015



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Contents:

Subject Page

Introduction 3

1 The company's commitment to implement corporate governance in accordance with the Ministerial Decree No. 518 for the year 2009

4

2 Board of Directors dealings in securities of the company 5

3 Board of Directors 7

4 The External Auditor 12

5 The Audit Committee 13

6 The Nomination and Remuneration Committee 14

7 The Executive Committee 15

8 Internal Control System 16

9 Irregularities During 2015 16

10 Social Responsibility of the Company 17

11 General Information. 18



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Introduction:

FOODCO Holding Company operates to apply effectively the principles of corporate governance from the keenness of the Board of Directors to protect and maximize the shareholders' equity, and the company is committed to apply the principles of Corporate Governance in accordance with the Ministerial Resolution No. (518) concerning the regulations of Corporate Governance and standards of institutional discipline, which comes as an amendment to the Corporate Governance regulations issued by the Securities and Commodities Authority (SCA) in April 2007. The Board of Directors adopted a guide to Corporate Governance between the set of rules and policies adopted by the Board of Directors, and by which the commercial, financial and administrative operations of the company are managed and monitored to achieve its goals and plans, in order to ensure compliance with the best corporate governance practices and standards of institutional discipline, which helps the Board of Directors in the exercise of the responsibilities entrusted to it towards the company and shareholders. Note that the Board of Directors may modify some of these regulations, or dispense some of them as they deems appropriate in accordance with the accumulated experiences or as required by the applicable laws and regulations, and not inconsistent with it. Regulation also stipulates that the rules, regulations and policies contained in that regulation are binding on all members of the Board of Directors, Executive Management, Managers and Employees in the company, and may be amended only by a decision of the Board.



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1. The company's commitment to implement corporate governance in

accordance with the Ministerial Decree No. 518 for the year 2009:

Since 2009, the company has fully amended its articles of association to be compatible with the requirements of corporate governance taking of the prepared form by the Securities and Commodities Authority (SCA) and retaining some of the articles that were in the old system and that the Board wants to keep. During 2014, the Company has taken the following measures in order to implement the provisions contained in the Ministerial Decree No. (518) of 2009, and its amendments regarding the regulations of Corporate Governance and standards of Institutional Discipline:

1- Board of Directors is commitment to hold 6 meetings during the year and in accordance with the approved timings.

2- The company has disclosed its quarterly financial results, and annual financial statements after they have been audited and approved by the external auditor within the legal period allowed. Also the company has disclosed the most important decisions taken by the Board of Directors and sent copies of those findings and decisions to the Securities and Commodities Authority (SCA).

3- During the year, 5 meetings of the Audit Committee were held, one meeting of the

Nomination and Remuneration Committee, and one meeting of the Executive Committee. Its tasks have been carried out by the mentioned committees and written reports have been raised to the Board of Directors with the findings and recommendations of the committees and the implementation follow-up.

4- The independent members of the Board of Directors signed the independence form prepared

by the Securities and Commodities Authority (SCA) and the Nomination and Remuneration Committee periodically made sure of their independence and there was no change in their situation.

5- The company has disclosed the amendments in the executive senior management as soon as they happened.

6- As per (SCA) circulation regarding the item no (7) of the article no (12) of the resolution no (518) of 2009, regarding the Investor relation, the company has:

- Appointed Mrs. Tayseer Mikashfi as Investor Relation Officer. - Created the Investor Relation division on the Company website.



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2. Board of Directors dealings in securities of the company

FOODCO Holding Company has a policy that has been approved by the Board of Directors within the governance guide. This policy controls the trading of members of the Board of Directors in financial securities and it aims to maintain the good reputation of FOODCO Company, its board of directors and its management and it aims also to enhance the confidence of the public investors in the company that the board members and employees do not exploit material information that is disclosed or disclose for the purpose of commercial gain, through the commitment and applying of all legal requirements set forth in the relevant regulations on those who know the company’s secrets, internal affairs and decision-making in it, especially when trading in the shares of FOODCO Holding, in order to avoid any liabilities incurred in this regard. In this context, FOODCO Holding Company applies all regulations issued by the Board of Directors of the Securities and Commodities Authority, it is, in principle, the general policy pursued by the government to monitor the Securities and commodity market and to prevent manipulation and to maintain the principle of transparency of information and to prevent a category of the information -monopoly that may result in significant gains for a category and damage to other categories. The most important policies are temporary ban of the dealings of board members, senior executives and the related person: The mentioned persons prohibited of dealing in any security of FOODCO Holding Company securities during the following periods:

1- 10 working days before the announcement of any material information that would affect the

share price up or down, unless the information resulting from the events and sudden

emergency.

2- 15 days before the end of the quarter annual, semi-annual and annual financial period and

until the disclosure of financial data.

Those who are familiar with the conditions and the secrets of FOODCO Company may trade in the shares of the company from time to time, provided that it complies with:

A. Certain strategic of the investor, so that his/her trade does not take the form of trading in

the market speculation. As a general rule, those who are familiar with the conditions and

the secrets of the company may not change the direction of investing in any week of the

sale to purchase or vice versa.



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Disclosure: The members of the Board of Directors of FOODCO Holding are committed to disclosure of financial transactions in the company's securities in accordance with the mechanisms described above are as follows: a) A report illustrates the direct and indirect interests of each member of the board members

and senior executives and the secretary and any of their relatives and their followers in the

shares and instruments of the company's debt shall be submitted or a declaration denies that.

b) The current or proposed labor contracts Summary and, if any, of the members of the Board of

Directors and Chief Executive Officer, full details of any contract or arrangement in force or

planned its conclusion when providing the prospectus in which the CEO, chief financial

officer, a member of the Board of Directors or any relative of those mentioned have a

substantial interest and it is important for the Group's business shall be submitted or

providing what denies that.

It is necessary to satisfy the disclosure requirements in the Commission documents and to acknowledge it in this approval. This board members and senior executives of the company has provided their approval to disclose in accordance with the domestic laws and regulations to this thread. The statement of the board members and their first-degree relatives trading in the securities of the company during the year 2015. Any of the members of the Board of Directors or their first-degree relatives have not traded in the securities of the company during the year 2015.



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3. The Board of Directors

The Board of Directors members of FOODCO Holding Company are keen to facilitate things by a style based on values and ethics-Semitism that contribute to the access to sound decisions, these members are from a variety of disciplines that keep shareholders' equity and ensure transparency and accountability. So those specialties include the areas of: strategic planning in management, accounting, legal field, marketing field, governance, human resources, risk management, mergers and acquisitions, and who have knowledge of and familiarity with the important local and international information and associated with all fields in which the company operates. The current board consists of six members the majority of them are non-executive directors and two-thirds of the independent members. In this context, the gentlemen independent members have signed the statement of the independent Board member as the form prepared by the Securities and Commodities Authority.

Members of the Board of Directors: Ahmed Bin Ali Khalfan Al Dhaheri (The Chairman)

Non-executive The term of membership since the first election: 13 years.

He is a holder of a BS in Accounting from the College of Administration and Economics from the American University of Seattle, a chartered accountant certificate from California, Higher Diploma in Business Administration - Accounting Specialization - with honors from the Higher Colleges of Technology in Abu Dhabi. He began his career as a sales manager at Ali and Sons Co, and served as Vice Chairman of the Board and Executive Director of the Group of Companies Ali & Sons since 1998 AD and since July 2014 he has become the Chairman of the Board of Directors of the Group of Companies Ali & Sons, in addition to his duties as a member of several boards of directors of several other companies. He has worked as a member of the Board of Directors have the Al Qudra Holding Company, also he has worked for more than five years as a member of the Board of Directors of the Chamber of Commerce and Industry of Abu Dhabi and CEO of Injaz Mena for Investment Company and the General Manager and Executive Managing Director of the Abu Dhabi National Foodstuff Company.

Rashed Darwish Ahmed Saif Al Ketbi (Vice Chairman)

Non-executive 1 year

Rashed ALKetbi holds a Bachelor of Commerce Science from Indiana University (USA 1984) In addition to the MBA from Saint Louis University Management (USA 1986). He served as Financial and Administrative Director of Darwish Bin Ahmed & Sons (1995-2012), and Assistant Undersecretary for Financial Affairs and Administration at the Ministry of Health (1991-1995) in addition to the post of chief financial officer and management company Saif bin Darwish (1986-1991). Currently, he holds a number of distinguished positions and board membership in several Companies.



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Dr. Mohamed Ali Khamis Mohamed Al Hosny

Independent The term of membership since the first election: 21 years.

He is a holder of a PhD in Philosophy of Business Management of the University of Berkeley Michigan, (USA), Diploma and Master of Management in Investment and Finance, University of Hull (United Kingdom), Bachelor of Computer Science - Mathematics and Statistics specialization from the Institute for Information Management (UK). And he is a Certified Management Accountant (CMA), a fellow of the Association of Information Management Systems and a fellow of the British Association for Management. He is currently a Managing Director and CEO of Amwal Holding Company. He has worked previously as chief executive of First Investment Company (FIC), the General Manager of the body of Saadiyat Free Zone, a Deputy Manager of the Treasury Department at Abu Dhabi Investment Authority, and General Manager Assistant at Abu Dhabi Investment Authority, the CEO of Abu Dhabi National Foodstuff Company (FOODCO), a member of the Board of Directors at the BLC Bank (France) and Chairman of the Board Orbel for investment Company in Dubai. From 1996 to 1999, he served as chairman of the Financial Markets Association in the United Arab Emirates, the regional executive of Middle East and Africa for the Society's Financial Markets (France), and he was co-founder of Abu Dhabi Securities Market and Dubai Financial Market in 1999 and 2000. And he was the President of Monetarists Analysts Administration in United Arab Emirates and the United Kingdom. Mohamed Said Abduallah Mosalam Al Qubaisi

Independent The term of membership since the first election: 7 years.

He has a distinct experience in the business and investment in many areas as oil fields, insurance, banking, education and others. He owns and manages several private institutions (Mohammed Al Qubaisi projects, star services, Star Security Services and TAWAM agricultural Company).He worked in the presidency and member of several boards of directors of institutions and the royal local and foreign companies. He also served as a member of the Board of Directors at Chamber of Commerce and Industry of Abu Dhabi in the period from 1982 to 1991. He was elected to the membership again for the period 2006-2009.

Aamer AbdulJalil Mohamed AbdulRahim AlFahim

Non-Executive The term of membership since the first election: 1 years.

He is a Holder of a doctoral degree in philosophy “strategies of the family business in 2030 “from Coventry University, UK. Currently he is the executive board member of Al Fahim Group since 2005. He is a Board Member of ARCAPITA Bank (Bahrain) and several companies in UAE. He previously worked as the executive director of Al Fahim Group (2000-2005), and member of the Board of Directors (the accounts department, finance and investment group Fahim 1997-2000), and a member of Al Fahim Group, since 1987 until 1997.



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Mohamed Ali khalfan Al Mutawa Al Dhaheri

Non-Executive The term of membership since the first election: 7 years.

He is a holder of a Bachelor of NYU Abu Dhabi Institute, Higher Diploma in Finance from the High Technology College (HTC) in Abu Dhabi, a certificate from the Academy of Audi Administration. He started his life as a Customer Relations Manager at Ali and Sons Co and a Manager of ABT (sports cars). Currently he serves as vice chairman of the Group of Companies Ali & Sons – Al Ain Branch, and General Manager of the brand Skoda.

a) Statement of The members of the Board of Directors' in other companies”

Member’s Name Membership in other Companies

(regulatory, governmental,

commercial)

Position

Ahmed Bin Ali Al Dhaheri (The Chairman)

Abu Dhabi Aviation Company Al Wathba Insurance Co. Sense Gourmet PSC Waha Capital Company.

Member of a Board of Directors Member of a Board of Directors Chairman of Board of Directors Member of a Board of Directors

Rashed Darwish Al Ketbi Vice Chairman

Al Wathba Insurance Co. Ittihad Union Bank Al Wefaq Finance

Managing Director & Vice Chairman

Member of a Board of Directors Member of a Board of Directors

Mohamed Ali Al Hossani Amwal Holding Company PSC. Insurance &

Reinsurance Company (AMAN)

Managing Director and CEO Member of a Board of Directors

Mohamed Saeed Al Qubaisi Al Wathba Insurance Co.

Member of a Board of Directors

Aamer AbdulJalil Al Fahim Al Wathba Insurance Co. Al Rayyan Investment Co.

Al Qudra Holding

Member of a Board of Directors Member of a Board of Directors Member of a Board of Directors

Mohamed Ali Al Dhaheri Sense Gourmet Food Company PSC


b) No Female elements in the Board of Directors

c) Directors' Remunerations:

In light of the provisions of the law, the Board of Directors has adopted the following policy in the distribution of Directors' remuneration: (the Board worth remuneration does not exceed 10% of the net profits after deducting reserves and the first quota for the dividend), based on Article (31) of the Regulations of the company, which states as follows, taking into account the provisions of Article (118) of the Act: Directors' remuneration consists of a percentage of the net profit, as provided for in Article (58) of this Regulations. * The total remuneration paid for the year 2014 is an amount of AED 3,747,679.

* It will be proposed on the General Assembly to grant the members of the Board of Directors remuneration of AED 4,000,000 for 2015, which will be presented to the General Assembly to be held in April 2016.



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* Detailing allowances to attend meetings of the Board and committees of the Board which Board members excise for the financial year 2015:


Attendance allowances of Board meetings

Attendance allowances of the Board Committees

Ahmed Bin Ali Khalfan Al Dhaheri (The Chairman) -- -- Rashed Darwish Al Ketbi -- - Mohamed Ali Khamis Mohamed Al Hosny -- 30,000 Mohamed Saeed Abduallah Mosalam Al Qubaisi -- 10,000 Aamer AbdulJalil Al Fahim -- -- Mohamed Ali Khalfan Al Mutawa Al Dhaheri -- --

d) Statement of the meetings of the Board of Directors during the financial year

ended December 31, 2015:

e) The Previous BOD

Meetings Held on Attendance* Ahmed Al Dhaheri

Ahmed Al Mehairi

Mohamed Al Hosny

Mohamed Al Qubaisi

Saeed Al Dhaheri

Mohamed Al Dhaheri

1st Meeting 3rd Feb, * * * * * * 2nd Meeting 16th March, * * * * * *

The New BOD (2015-2018) Meetings Held on Attendance*

Ahmed Al Dhaheri

Rashid Al Ketbi

Mohamed Al Hosny

Mohamed Al Qubaisi

Aaamer Al Fahim

Mohamed Al Dhaheri

3rd Meeting 12th April, * * * - - * 4th Meeting 12th July, * * * - - * 5th Meeting 27th Oct, * * * * - * 6th Meeting 29th Dec, * * * * - *

* Dr. Aamer Al Fahim’s absence from the meetings has been accepted by the Board.

f) It should be noted the failure of the Board of Directors to delegate any of the tasks entrusted to it to in the company's executive management during 2015.

g) Statement of transactions that have been with related parties (stakeholders) during 2015:

Related Party Name Relation Sales Purchase Description

Ali & Sons Company LLC Stakeholder (9.44%) 92825.13 Foodstuff

44495.5 Spare parts & Service

MOHAMED ALI ALHOSSANI Board Member 82990.25 Foodstuff

AHMED ALI KHALFAN AL DHAHERY Chairman 194938.46 Foodstuff

Al Wathba National Insurance Co. Stakeholder (22.18%) 108303 Insurance Service

Abu Dhabi Cooperative Society Stakeholder of

a subsidiary (17.8%)

1156662.86 Foodstuff

11181.21 Foodstuff



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h) Organization Structure

i) A detailed statement of senior executives (1st & 2nd row of Organization Structure):

SL DESIGNATION DATE OF

JOINING

TOTAL

SALARIES PAID

ON 2015

TOTAL

BONUSES PAID

FOR 2015

1 CHIEF EXECUTIVE OFFICER 15-04-2015 632,666 -

2 REAL ESTATE & FACILITY MANAGER 01-12-2010 303,996 26,000

3 CHIEF FINANCIAL OFFICER 13-03-2014 288,000 -

4 INFORMATION TECHNOLOGY DIRECTOR 12-02-2002 210,000 21,000

5 HUMAN RESOURCE DIRECTOR 23-11-2015 31,666 -

6 BUSINESS DEVELOPMENT MANAGER 30-09-2015 120,000 -

7 FOODCO LLC GENERAL MANAGER 14-09-2004 528,000 56,000

8 5PL SOLUTIONS GENERAL MANAGER 27-09-2015 144,000 -



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4. The External Auditor:

The KPMG Company audits the company's accounts, the following is a brief summary about that: KPMG has been in the Lower Gulf (UAE and Oman) since 1973, have they built competent team of more than 30 partner and 700 professional at their offices in Abu Dhabi, Dubai, Sharjah, Jebel Ali, Ras Al Khaimah, Fujairah and Muscat. The customer base includes governmental departments and institutions of social services for both government and private sector, the reputable commercial and Islamic banks, the financial institutions, oil and gas companies, utilities and the manufacturing companies. Their Reecord of the Company shows commitment to the autonomy and governance and retain the highest level of standards: - The first accounting company that publishes audited accounts and annual reports.

- The first accounting company that takes a strategic decision to sell its advisory then retains the bulk of the proceeds of the sale in the business to further strengthen the company's budget and investment in technology and its own resources.

- It has supported the work of a professional clear repair, including continuous rotation of audit partners, which supports the company's methodology in maintaining the highest standards of independence and transparency.

Audit Office Name KPMG The number of years as an auditor 5 years. The total audit fees for the financial statements for 2015 (AED) 165,000/- Fees and other costs for other services than auditing the financial statements for 2014 None Details and nature of the other provided services. --

* There was not any other external auditor than KPMG to provide services to the company during 2015.



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5. The Audit Committee

Members: Mr. Mohamed Al Hosny. Chairman (Independent) Mr. Mohamed Saeed Al Qubaisi. Member (Independent) Mr. Mohamed Mohamed Hafez. Member (Financial expert from outside the Board) Tasks: a) To develop and apply the contract policy with the external auditor, and to submit a report to the Board of Directors in which matters which it sees the importance of taking action to make recommendations on them with presenting the necessary steps to be taken. b) To follow up and monitor the independence of the external auditor, the extent of his objectivity and discussion about the nature and scope of the audit process and its effectiveness in accordance with the approved audit standards. c) To monitor the financial statements of the company reports (annual, semi-annual and quarterly) and to review them as part of the regular work during the year and after the closure of accounts in any quarterly basis, with a particular focus on the following:

- Any changes in accounting policies and practices.

- Highlight areas subject to the discretion of the Board of Directors

- Substantive amendments resulting from audit

- Assuming the continuity of the company's work

- Adherence to accounting standards prescribed by the Commission.

- Comply with the rules of listing and disclosure and other legal requirements relating to the preparation of financial reports.

d) To coordinate with the Board of Directors, Executive Management and Chief Financial Officer or Director based in the same tasks in the company in order to perform its duties and the Committee’s members have to meet the company's auditors at least once a year. e) To consider any significant and unusual items are provided or have to be provided in those reports and accounts, and to pay them too much concern for any issue posed by the chief financial officer, director of the company based in the same tasks or auditors' attention. f) To review of financial control, internal control systems and risk management in the company. g) To discuss the internal control system with management and to ensure the performance of its duty to establish an effective system of internal control. h) To consider of the main results of the investigations in internal control issues assigned by the Board of Directors or take place at the initiative of the Commission and approval from the administration. i) To make sure there is coordination among the company's auditors and the external auditor, and to ensure the availability of the necessary resources for the internal audit system, review and monitor the effectiveness of that system. j) To review the policies and financial and accounting procedures in the company k) To review the external auditor message, his action plan and any material queries raised by the auditor to the executive management regarding the accounting records, financial accounts or control systems and its response and approval. l) To make sure of receiving the response of the Board of Directors at the appropriate time concerning the clarifications and fundamental issues raised in the external auditor message.



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M. To establish the regulations pursuant to which company employees may confidentially report any potential violations or other in the internal financial and auditing reports and the procedures that guarantee independent and fair investigation of such violations. N. To monitor the company compliance with the codes of professional conduct. O. To ensure the implementation of the work rules to carry out its duties and exercise its powers and authorities as vested therein by the board of directors. P. To submit a report to the board of directors on issues stipulated under this article. Q. To consider any other issues as decided by the board of directors.

Meetings of the Auditing Committee Previous Committee

The Meetings

Meeting Date Attendance*

Remarks Mohamed

Al Hosani Ahmed Al

Mehairi Mohamed

Hafez 1st Meeting 16th March * * * In presence of the External Auditor

The New Committee (2015-2018)

The Meetings

Meeting Date Attendance*

Remarks Mohamed

Al Hosani Mohamed

Al Qubaissi Mohamed

Hafez

2nd Meeting 7th May * - * In presence of the External Auditor

3rd Meeting 12th July * - * -

4th Meeting 27th October * * * In presence of the External Auditor

5th meeting 18th November * - * -



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6. The Nomination & Remunerations Committee

Members: Mr. Mohamed Saeed Al Qubaissi, Chairman (independent) Mr. Mohamed Ali Al Hosani, Member (independent) Mr. Aamer AbdulJalil Al Fahim, Member (Non-executive)

Tasks: - To prepare the company's human resources and training policies and to monitor the

implementation thereof and to review the same on annual basis. - To verify the independence of intendent members of the board on continuous and ongoing basis. - To formulate the polices applicable to remunerations, benefits, incentives and payrolls in the

company and to review the same on annual basis. - To identify the company requirements of human resources on the level of the senior executive

management and employees and bases of selection. - To regulate and monitor the implementation of the procedures for candidacy to the board of

directors in accordance with the applicable laws and regulations and the provisions of Ministerial Decree No. 518 for the year 2009.

The Meetings of the Nomination & Remunerations Committee

The Meetings

Meeting Date

Attendance*

Mohamed Al Qubaissi

Mohamed Al Hosni

Aamer Al Fahim

1st Meeting 29th December * * -



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7. The Executive Committee

The council resolved to form an executive committee for the purpose of exercising the board of directors authorities and powers (in relation to the duties stipulated below) within the intervals between the meetings of the board of directors and according to the company's work needs to ensure the flexibility of action in issues that cannot be postponed or delayed until the next board of directors meeting. The committee shall meet at any appropriate time pursuant to an invitation from the committee chairman and the meeting shall be held subject to the avaialbity of majority of attendees. The committee shall submit recommendations to the board of directors.

Members Mr. Ahmed Ali Khalfan Al Dhahiri, Chairman Mr. Rahid Darwish Al Ketbi, Vice Chairman Mr. Mohamed Saeed Al Qubaissi, Member

Tasks: - To assume the powers and duties as delegated thereto by the board of directors from time to time. - The committee may delegate specific responsibilities to the company's executive management. - To review the company's policies and procedures and ensuing amendments and to raise

recommendations in this regard to the board of directors for approval. - To review budget estimates and report the same to the board of directors. - To review contracts, agreements, deals, investment projects / proposals and to submit

recommendations to the board of directors. - To review periodical reports and company performance and to make recommendations on any

required changes. - To evaluate the company performance on annual basis and to report such evaluation to the

board of directors.

Meetings of the Executive Committee

The Meetings

Meeting Date

Attendance*

Ahmed Al Dhaheri

Rashid Al Ketbi

Mohamed Al Qubaissi

1st Meeting 12th July * * *



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8. Internal Control Regulation

a. The board of directors declares that it is responsible for designing the internal auditing regulations as deems necessary by the board to protect the company's assets and holdings and to ensure the preparation of financial statements free from material errors whether due to fraud or error and to verify the effectiveness of such regulations. Internal auditing shall include the regulatory plan and all consistent methods and standards adopted by the company to protect its assets and to control the accuracy and credibility of its financial statements, and to boost production capacity, encourage compliance with the preset and approved administrative policies.

b. The board of directors resolved to establish the internal auditing department and assigned the following key duties and responsibilities thereto:

1. To review the internal and financial auditing and risk management regulations in the company.

2. To deliberate over the internal auditing regulations with management to ensure the performance of its duties to adopt effective internal auditing regulations.

3. To study the outcomes of key investigations in internal auditing issues assigned thereto by the board of directors or at the own initiative of the committee and subject to management's approval. Taking into account that the tasks and authorities of the internal auditing department were documented in a special manual that was approved by the board of directors.

c. The internal auditing officer is also the compliance officer, Mr. Sherif Adel Shahin, holder of a bachelor degree in commerce from Cairo University and has 16 years of experience in auditing.

d. The company did not face any major problems during 2014 and in case there is a problem the same shall be dealt in accordance with the requirements of the matters.

9. Irregularities During 2015

No irregularities were observed during 2015.

10. The Company's Contribution During 2015 in the Development of Local

Community and Environmental Protection

- The company has not contributed any donations during 2015.



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11. General Information

1. Share price statement during the fiscal year 2015 (highest and lowest rates)

Month Opening Higher

rate Lowest

rate Closing

January 8, 2015 4 4 4 4

February 26, 2015 4.14 4.7 4.7 4.14

March 17, 2015 4.4 4.5 4.5 4.4

April 29, 2015 3.6 3.6 3.6 3.6

May 21, 2015 4 4.00 4.00 4.00

June 25, 2015 4 4.00 4.00 4.00

July 2, 2015 4 4.00 4.00 4.00

August 24, 2015 4 4.00 4.00 4.00

October 25, 2015 4 4.00 4.00 4.00

December 31, 2015 4 4.00 4.00 4.00

1 2 3 4 5 6 7 8 9 10

االقفال 4 4.7 4.5 3.6 4.00 4.00 4.00 4.00 4.00 4.00

اقفال سابق 4 4.14 4.4 3.6 3.6 4 4 4 4 4

0

1

2

3

4

5

6

7

8

9

10



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2. Stock comparative performance statement during 2015

No Of Trades Value Volume Symbol Company Name

4,919 462,280,659 84,340,668 AGTHIA AGTHIA GROUP PJSC

1,395 56,457,148 6,692,840 ASMAK International Fish

Farming Holding Co. PJSC

38 1,555,043 1,136,889 RAPCO Ras Al Khaimah Poultry and Feeding Co.

57 35,248,471 8,742,070 FOODCO FOODCO Holding P.J.S.C

6,409 555,541,320.96 100,912,467 Totals

% Most Active %Least Active

Symbol Close Change

%

Change Symbol Close Change

%

Change

ASMAK

5.99

(7.56)

(55.79) RAPCO

1.27

(0.53)

(29.44)

FOODCO

4.32

1.32

44.00 AGTHIA

6.20

1.78

40.27

AGTHIA

6.20

1.78

40.27 FOODCO

4.32

1.32

44.00

RAPCO

1.27

(0.53)

(29.44) ASMAK

5.99

(7.56)

(55.79)

3. Distribution of shareholders ownership

Total Foreigners Arab GCC Local

62.483% 0.277% 0.376% 0.178% 61.652% Locals 37.517% - - 0.005% 37.512% Companies

- - - - - Government

100% 0.277% 0.376% 0.183% 99.164% Total



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4. Statement of shareholders holding 5% or more of the capital

5. Shareholding Distribution according to the size of property as at 31/12/2015.

SL Shares No of

Shareholders

No of Shares

held

Percentage to

Capital

1 Less than 50,000 286 2,979,376 2.98%

2 50,000 -500,000 77 13,109,933 13.11%

3 500,000-5,000,000 12 17,843,796 17.84%

4 More than 5,000,000 4 66,066,895 66.07%

6. The company has not met with any material events during the year 2015.

Ahmed Bin Ali Khalfan Al Dhaheri Chairman of the Board of Directors 29/02/2016

Investor Name % Al Wathba Insurance Company PJSC 22,184% Ali Bin Khalfan Al Mutawa Al Dhaheri 22,811% Mariyam Ahmed Abdullah Abdol Al Khumairi 11.00% Ali & Sons Company L.L.C 9.44%

Documents

FOODCO Holding Company (P.J.S.C) Governance Report of 2015English).pdf · Governance Report of 2015. ... (SCA) in April 2007. ... goals and plans, in order to ensure compliance with