QIMC - CG Report 2022 - English Final

Qatar Industrial Manufacturing
Company (Q.P.S.C)
Corporate Governance Report For
Period Ended December 31, 2022
0|P age Qatar Industrial Manufacturing Company (Q.P.S.C)

Corporate Governance Report for the Period Ended December 31, 2022
3. Board of Director’s Report for Compliance with QFMA Laws and Relevant Legislations
Including (the Code)
The Board of Directors of Qatar Industrial Manufacturing Company Q.P.S.C (QIMC) has prepared the attached Corporate Governance
Report for the year 2022 In accordance with the requirements of Article No. 4 of the Governance Code for Companies & Legal Entities
Listed on the Main Market (the “Code”) issued by the Qatar Financial Markets Authority (“QFMA”) Board pursuant to Decision No. (5) of
2016.
This report comes as a result of QIMC's continuous commitment to the application of good governance that adopts the guidelines and
guidance framework contained in the governance system, in addition to the best practices of governance of public shareholding companies
and the company's desire to promote and consolidate common values within governance policies. Such achievements, the company also
confirms responsibilities towards its Shareholders and Stakeholders, the company is committed to reviewing, developing and supporting the
governance framework to reflect the highest standards of control, independence and transparency.
Responsibilities of the Board
The Board of Directors is committed to implement governance principles set out in the Code, which are: justice and equality among
Shareholders and Stakeholders without discrimination regardless of their race, gender and religion. Presented information transparently
disclosures are provided to QFMA, Shareholders and Stakeholders within the required timeframe and in accordance with the relevant laws
and regulations. The principles also include upholding the values of corporate social responsibility and prevailing the public interest of the
Company, Shareholders and Stakeholders over any personal interest. The Company is guided by the aforementioned principles, as it
endeavours to exercise its duties conscientiously and with integrity. In parallel, the Company also strives to project these values in its dealings
with Shareholders, Stakeholders and eventually society.
Management’s assessment on compliance with QFMA’s relevant regulations including the Corporate Governance (Code) as at
December 31, 2022.
In accordance with Article No. 2 of the Code, we have carried out an assessment on its compliance with QFMA’s relevant regulations and
legislation applicable to the Company including approved governance Code.
11 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

4. MANAGEMENTS’ REPORT FOR INTERNAL CONTROL OVER FINANCIAL
REPORTING
In accordance with the requirements of Article No. 4 of the Governance Code for Companies & Legal Entities Listed on the Main Market
(the “Code”) Issued by the Qatar Financial Markets Authority (“QFMA”) Board pursuant to Decision No. (5) Of 2016, the Board of Directors
of Qatar Industrial Manufacturing Company Q.P.S.C. (The “Company”) (and its subsidiaries) (The Group) is responsible for establishing
and maintaining adequate internal control over financial reporting (“ICOFR”).
The consolidated financial statements are prepared according to a process designed and thoughtful under the supervision of the Chief
Executive Officer and Chief Financial Officer of the Company to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company's consolidated financial statements for external reporting purposes in accordance with International
Financial Reporting Standards (IFRS). The internal control of financial reporting provides disclosure controls and procedures to prevent the
submission of inaccurate financial statements and so that the Company can determine whether there are material weaknesses in the internal
controls of financial reporting as at 31 December 2022. We conducted an assessment of the appropriateness of the design, implementation
and effectiveness of the operation of internal controls on financial reporting, in accordance with the framework and standards set for internal
control - the Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Trade way Commission.
To determine whether a material weakness in internal controls over financial reporting exists as at 31 December 2022, we have conducted
an evaluation of the suitability of design, implementation and operating effectiveness of internal controls over financial reporting, 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”).
Risks in Financial Reporting
The main risks in financial reporting are that either consolidated financial statements do not present a true and fair view due to inadvertent
or intentional errors (fraud) And this is because to publish the consolidated financial statements is not done on a timely basis. These risks
may reduce investor confidence or cause reputational damage and may have adverse consequences. A lack of fair presentation arises when
one or more amounts in consolidated financial statement or disclosures contain misstatements (or omissions) that may material.
Misstatements are deemed material if they could, individually or collectively, influence economic decisions that users make on the basis of
the consolidated financial statements.

To confine those risks of preparing financial reports, the Company has established the applicable internal financial reporting controls ICOFR
with the aim of providing reasonable but not absolute assurance against material misstatements and conducted an assessment of the suitability
of design of the Company’s internal controls over financial reporting based on the framework established in Internal Control Integrated
Framework (2013) of the Committee of Sponsoring Organizations of the Treadway Commission (COSO). COSO recommends the
establishment of specific objectives to facilitate the design and evaluate adequacy of a control system. As a result, in establishing ICOFR,
the management has adopted the following financial statements objectives:
• Existence or/ Occurrence – assets and liabilities exist and transactions have occurred.
• Completeness – all transactions are recorded; account balances are included in the consolidated financial statements.
• Valuation / Measurement – assets, liabilities and transactions are recorded in the financial reports at the appropriate amounts.
• Rights, Obligations and Ownership – rights and obligations are appropriately recorded as assets and liabilities.
• Presentation and Disclosures – classification, disclosure and presentation of financial reporting is appropriate.
However, any internal control system, including internal financial reporting controls ICOFR, no matter how well managed and operated,
can provide only reasonable, but not absolute assurance that the objectives of that control system are met. As such, disclosure controls and
procedures or systems for internal financial reporting controls ICOFR may not prevent all errors and fraud. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Organization of the Internal Control System
Functions Involved in the System of Internal Control over Financial Reporting
Controls within the system of ICOFR are performed by the company's management, where department and function managers are responsible
for coordinating the operational activities under their control while participating in the review of the reliability of the books and records on
which the financial statements are based. As a result, the operation of ICOFR involves staff based in various functions across the organization.
The processes that were determined as significant are receivables, inventory management, fixed assets, treasury and cash management ,
investment management, payroll, financial reporting and periodic closing of the financial records. The evaluation also included an assessment
of the design, implementation and operating effectiveness of Entity Level Controls with general controls for IT and Disclosure Controls.
In determining the above processes, the management exercised professional judgement and considered the amount of balances and
transactions, that if materially misstated would influence economic decisions that users make on the basis of the consolidated financial
statements.
Controls to Minimize the Risk of Financial Reporting Misstatement
The system of ICOFR consists of a large number of internal controls and procedures aimed at minimizing the risk of misstatement of the
consolidated financial statements. Such controls are integrated into the operating process and include those which:
 are ongoing or permanent in nature such as supervision within written policies and procedures or segregation of duties,
 operate on a periodic basis such as those which are performed as part of the annual financial statement preparation process,
 are preventative or detective in nature,
 have a direct or indirect impact on the consolidated financial statements themselves. Controls which have an indirect effect on
the financial statements include entity level controls and IT general controls such as system access and deployment controls
whereas a control with a direct impact could be, for example, Settlement of balances that directly affect the financial position,
 feature automated and/or manual components. Automated controls are control functions integrated within system processes such
as application- enforced segregation of duty controls and interface examine over the completeness and accuracy of inputs. Manual
internal controls are those operated by an individual or group of individuals such as authorization of transactions.

5. CORPORATE GOVERNANCE AT QIMC
Values and Corporate Governance Philosophy
QIMC’s Corporate Governance Report forms the basis for a transparent business model with clear segregation of roles, responsibilities
and accountabilities between shareholders, the Board of Directors and the Senior Executive Manager. The Company has prepared this
report on corporate governance in line with the Corporate Governance Code for Companies and Legal Entities Listed on the Main Market
pursuant to QFMA Board Resolution No. (5) for the year 2016 (the Code).
QIMC Corporate Governance covers the topics, which are necessary to ensure that the divisions and segregation of roles between the
Board and the Executive management of the Company in a manner that enhances trust between shareholders, employees, capital markets
and other relevant parties to achieve control and compliance, protect shareholders' rights, and achieve sustainable value in the future.
During the year, the company supported the corporate governance framework in accordance with the requirements of the governance
rules set by QFMA through:
1. Updating and development of governance policies and procedures guides.

2. Assessment and strengthening of the Board’s committees.
3. Implementation of best practices related to governance.
Corporate Governance entails an internal system, which encompasses people, policies and processes. This system is aimed at fulfilling
shareholders’ interests through effective direction and control of management activities using good governance, objectivity and above
all, integrity. We, at QIMC, are committed to meeting the aspirations of all of our stakeholders. We also believe that Corporate
Governance is an ongoing systematic practice, rather than a mere legal compulsion, as it inspires and strengthens investors’ confidence
and commitment to the Company.
In our commitment to serve the interests of our stakeholders, QIMC is committed to creating a governance framework structure that
reflects the highest standards of independence, oversight and transparency. Our guiding framework is the provisions of the Corporate
Governance Code applicable for public listed entities, which was issued by the Qatar Financial Market Authority (“QFMA”) pursuant
to Decision No. (5) of 2016. We have also drawn general reference from other applicable laws and regulations of the State of Qatar and
Qatar Exchange, in addition to internationally regarded good governance practices.

This governance report highlights key components of the governance framework as designed and implemented in QIMC for the reporting
period from 1 January 2022 to 31 December 2022.
Steps Taken to Achieve Compliance with QFMA Corporate Governance Code
Qatar Industrial Manufacturing Company Q.P.S.C. continues its efforts to implement the rules and regulations issued by the regulatory
authorities regarding governance practices. In this context, the company worked under the guidance of its board of directors to develop
an integrated guide for the application of the requirements of the governance system and the necessary steps to comply with them, and
specialized international consulting companies were contracted to work together with the stakeholders in the company to verify the
development of the necessary efforts to implement the requirements of governance.
Qatar Industrial Manufacturing Company Q.P.S.C adopts the following guidelines to implement the principles of corporate governance
as stipulated in the corporate governance system of listed companies in the main market:
 The Board of Directors approves the Company's strategies to build sustainable long-term value. The Board of Directors selects
the Company's Chief Executive Officer and supervises its work and Executive Management in the Company's management,
including capital allocation for long-term growth, risk assessment and management; and defines "highest standards" of ethical
conduct.
 The Senior Executive Management develops and implements the company's strategy and manages its business under the
supervision of the Board of Directors with the aim of creating long-term sustainable value.
 The Senior Executive Management, under the supervision of the Board and the Audit Committee, issues the consolidated financial
statements that fairly present the financial position of the Company and the results of its operations and provide an opportunity
for timely disclosure to investors to assess the adequacy of the Company's financial position and business as well as the risks
associated with its operations.
 The Audit Committee of the Board manages the relationship with the External Auditor and supervises the accuracy and
correctness of the financial statements and the internal controls mentioned in the financial reports.
 The Nomination and Remuneration Committee seeks to ensure a diversified Board of Directors that is appropriate to the
Company's needs and strategy and oversees to preparing succession plan.
 The Board of Directors and Executive management engage with long-term shareholders on issues and concerns that are of
widespread interest to them and that affect the Company’s long-term value creation.
 In making decisions, the Board takes into consideration the interests of all stakeholders such as employees, customers, suppliers
and the community in which the Company operates.

6. Strengthening Company’s Corporate Governance System and Practices
Qatar Industrial Manufacturing Company Q.P.S.C. will continue its efforts to apply and implement the instructions and legislation issued
with regard to corporate governance practices, and the policies will be updated and developed in the Company, and the authority matrix
will be updated in line with any changes in the work systems.
7. Shareholders’ Information and Company’s Shares
Qatar Industrial Manufacturing Company Q.P.S.C. was established in accordance with the provisions of the Commercial Companies
Law No. 11 of 1981 as a Qatari Public Shareholding Company (Q.P.S.C). The Company’s legal status has also been amended to comply
with provisions of Law No. 11 of 2015 and Amendment No (8) of 2021 under the Extraordinary General Assembly Resolution.
The capital of the Company is QR 475,200,000, which is divided into 475,200,000 shares at a nominal value of QR 1 per share.
Qatar Industrial Manufacturing Company Q.P.S.C was listed on the Qatar Stock Exchange in 1997 (Ticker Code is QIMD). The listing
information is as follows:
Shareholding
Shareholders Shares Held
Percentage
General Retirement and Social Insurance Authority – Civil Fund 56,777,750 11.95%
Military Pension Fund – General Retirement Authority 18,752,000 3.94%
Qatar Investment Authority 15,375,720 3.24%
Qatar Holding Company (Government) 23,760,000 5.00%
Yousuf Hussain Kamal (Children and Companies) 56,151,473 11.82%
Private Sector Shareholders 304,383,057 64.05%
Total 475,200,000 100.00%

8. Board of Directors and Senior Executive Management
The Board of Directors is the body elected by the General Assembly of Shareholders to manage the company in accordance with the
scope of the powers agreed upon in the Company's articles of association, and the Board of Directors is responsible for leadership,
comprehensive supervision and control over the company's governance, in addition to developing possible development mechanisms for
the Company's performance, and it also assumes joint responsibility with the Chairman of the Board in communicating and implementing
the Company's strategic plan. The Board of Directors has all necessary powers to organize and manage the operations of the Company,
and the Board of Directors is responsible for overseeing the executive management, being informed, verifying and acting properly to
further the Company's objectives.
The delegation of authority, roles and responsibilities for all functions is documented in governance documents, with clear and
documented boundaries of authority as well as strict respect for the principle of double signature, and controls on licensing of commercial
transactions.
In order to provide an organized and specific means to achieve the Company's objectives and to identify specialized and specific matters
in a timely manner, the Board of Directors of the Company has formed the following Board Committees in accordance with the provisions
of the Corporate Governance Code:
1. Audit Committee
2. Nomination and Remuneration Committee
For more details about the Board Committees, please see No. (9) of this report.
In addition, the Board of Directors has delegated the day-to-day management of the Company to the CEO, under specific delegated
directions and powers, and the ultimate responsibility remains with the Board of Directors.

Roles and Responsibilities
The primary role of the Board of Directors is to provide leadership to the Company, within a framework of prudent and effective controls,
enabling risks to be assessed and managed. This role is guided by the Articles of Association of the Company and its relevant internal
limit, the Commercial Companies Law No. (11) For 2015 and Amendment No. (8) of 2021 and QFMA Corporate Governance Code for
Companies in particular articles (8) and (9).
The responsibilities of the Board include, but are not limited to the following:
• Approving the Company’s strategic plan and its main objectives;

– Setting the Company’s comprehensive strategy, key business plans and risk management policy;
– Determining the Company’s most appropriate capital structure, its strategies and financial objectives and
approving its annual budgets;
– Supervising the Company’s main capital expenses, acquisition and assets disposal;
– Setting the Company performance objectives and monitoring their implementation;
– Reviewing and approving the Company’s organizational structures on periodic basis;
– Approving the procedure manuals needed to implement the Company strategy and objectives;
– Approving the Company’s annual training plan programs;
• Setting the Company’s rules and procedures related to internal controls which include as follows:
– Developing a policy to regulate conflicts of interest and remedy any possible cases of conflict by the Board
Members, the Senior Executive Management, Stakeholders and Shareholders;
– Developing a full disclosure system in order to achieve transparency and to prevent conflict of interest and using
Internal Information;
– Overseeing the Company’s financial and accounting integrity;
– Monitoring the implementation of the Company’s control systems related to risk management;
– Annual review of the Company’s internal control system effectiveness;
• Drafting the Company Governance Code which sets the general governance principles followed by the Company;
• Setting a specific and explicit standards and procedures related to the Board membership;
• Developing a Stakeholders policy;

• Setting policies and procedures to ensure the Company’s compliance with the laws and regulations and especially the required disclosure
to the Shareholders and Stakeholders;
• Inviting all Shareholders to attend the general assembly meeting;
• Approving the nominations or designation of the Executive Management;
• Adopting a succession planning policy concerning or related to Executive Management;
• Setting a remuneration policy that defines the basis and methodology for granting remuneration to the Board Members, the Senior
Executive Management and the Company’s Employees;
• Developing a Related Parties policy and presenting it to the general assembly in order to obtain the Shareholders’ approval; and,
• Setting criteria and standards in order to evaluate the Board Members and Executive Management performance;
For more information, please refer to the QIMC’s Board Charter.
Composition and Members of the Board
In accordance with Article No. (29) of the amended Articles of Association of the Company and the Board Charter, the Board is currently
composed of 11 members, of whom two are nominated by Qatari Government. The remaining nine members were elected by way of secret
ballot involving the shareholders in Annual General Meeting, which was overseen by representatives from the Ministry of Commerce and
Industry and External Auditors. The principle of "one share for one vote" was followed in accordance with the Company’s Articles of
Association and Article 96 of the Commercial Companies Law No. 11 of 2015 and Amendment No. (8) of 2021.
The Government of the State of Qatar did not participate in these elections. The Government of the State of Qatar did not participate in these
elections, and the term of the current Board of Directors ends in 2024.
The members of the Board of Directors shall have the knowledge and experience necessary to perform their duties in the interest of the
Company and shall devote their time and attention throughout their term of office to the effective performance of their duties. They also
meet the conditions of membership of the Board of Directors as stipulated in the Corporate Governance Code issued by the Qatar Financial
Markets Authority and the Commercial Companies Law No. 11 of 2015 and its amendments.

Conditions of membership of the Board of Directors:
 Must be at least twenty-one years old with full capacity to act.

 Have not been previously convicted of a criminal offense referred to in Articles (334) and (335) of the Commercial Companies
Law (11 of 2015), or Article (40) of Law No. (8) of 2012 regarding the Qatar Financial Markets Authority, or be prohibited from
practicing any work in the entities subject to the Authority's supervision under Article (35, paragraph 12) of Law No. (8) of the
year 2021, or to have been declared bankrupt, unless he has been rehabilitated.
 Must be a shareholder and owner of at least (200,000) two hundred thousand shares of the Company, it shall be deposited with
the depositary or in one of the accredited banks, within sixty days from the date of commencement of membership, and shall
continue to be deposited with non-negotiability, mortgage or attachment until the term of membership expires and the budget of
the last fiscal year in which the member carried out the work is ratified.
 The candidate for membership of the Board must submit a written declaration acknowledging that he does not hold any position
that is legally prohibited from combining him with the membership of the Board. In all cases, the Company is obliged to send a
list of names and data of candidates for membership of the Board to the Authority for approval at least two weeks before the date
specified for the elections of the Board Attached to it the CV of each candidate and a true copy of the nomination requirements
and the allocation of shares referred to in the preceding paragraph to ensure the rights of the company, shareholders, creditors and
third parties for the responsibility that falls on the members of the Board of Directors, and if the member does not provide the
guarantee in the aforementioned manner, his membership shall be invalidated.
 One-third of the company's board of directors shall be independent, and the majority of its members shall be part-time to manage
the company or receive remuneration in it.
 Cases that contradict independence are identified through the governance system issued by the Qatar Financial Markets Authority
 Independent members are exempted from the requirement of participation or ownership of the company's shares.
 If a member of the Board of Directors loses any of these conditions, his membership status shall be removed from the date of
his loss of that condition.

The members of the Board of Directors (Cycle 2022-2024) are as follows:
Percentage of Date of last Board

Member Shares Board
Sr. Director Name Position Direct Election/ Representing Expiry
classification Owned Term
Ownership Appointment Term
Sheikh. AbdulRahman Bin Mohd.
1 Chairman 0.176 Non-Executive 2022 Shareholders 840,400 3
Jabor Al-Thani 2024
Mr. Nasser Bin Rashid Sraiya Al-
2 Vice- Chairman 0.992 Non-Executive 2022 Shareholders 4,718,550 3
Kaabi 2024
Sh. Rashid Bin Uwaida Bin Mohd.
3 Board Member 0.1 Non-Executive 2022 Shareholders 475,200 3
Bin Thani Al-Thani 2024
Mr. Fahad Hamad Ahmed Al- Qatar Holding Not
4 Board Member - Non-Executive 2022 3
Mohannadi Company Applicable 2024
Mr. Abdul Muhsin Bin Yousuff

5 Board Member 0.1713 Non-Executive 2022 Shareholders 3,391,920 3
Abdulrahman Al-Mana
2024
Pension and General
Retirement Authority
Mr. AbdulRahamn Fuad Not
6 Board Member - Non-Executive 2022 and Social Insurance 3
Abdulrahman Mudahka Applicable
Authority – Civil
Fund 2024
Mr. Abdullah Mohd. Shamsan Al-
7 Board Member 2 Non-Executive 2022 Shareholders 9,504,000 3
Sada 2024
Mr. Saad Mohd. Saad Al-Jubara
8 Board Member 0.1 Non-Executive 2022 Shareholders 475,200 3
Al Rumaihi 2024
Mr. Ahmed Yousuf Hussain Al Hermas
9 Board Member - Non-Executive 2022 9,504,000 3
Kamal Investment 2024
10 Mr. Abdulla Ali Al-Abdulla Board Member 0.146 Non-Executive 2022 Shareholders 696,809 3 2024
11 Mr. Jamal Sherida Saad Al-Kaabi Board Member - Non-Executive 2022 Independent 0 3 2024
Mr. Yousef Hussain Kamal owns directly or indirectly (through his children and his companies) 11.82% of the Company’s shares (total
56,151,473 shares).

Segregation of Duties between the Chairman and Chief Executive Officer (CEO)
The Company has ensured the segregation of roles and duties of the Board Chairman, His Excellency Sheikh Abdul Rahman Bin
Mohammed Bin Jabor Al Thani and the Chief Executive Officer, Mr. Abdulrahman Abdullah Al Ansari. Their respective functions
are governed by documented terms of reference in the Company’s Corporate Governance Manual.
The Independence of Board Members and Prohibition of Combining Positions
The Board of Directors believes in the importance of good governance and the application of the principles of governance. Most of
the Board members are independent members in accordance with Article No. (6) of QFMA Corporate Governance Code. The Board
is fully committed to the requirements of Article No. (7) of the Corporate Governance Rules regarding the prohibition of the
combining positions as shown in the below schedule:
Requirements for
No Name Role Functional Executive Status
Prohibition of Positions
H.E Sheikh Abdul Rahman Bin Mohammad
1 Bin Jabor Al Thani
Chairman Non-executive member Independent Comply with Article (7)
2 Mr. Nasser Bin Rashid Sraiya Al-Kaabi Vice- Chairman Non-executive member Independent Comply with Article (7)
Sh. Rashid Bin Uwaida Bin Mohd. Bin Thani
3 Al-Thani
Board Member Non-executive member Independent Comply with Article (7)
Non-
4 Mr. Fahad Hamad Ahmed Al Mohannadi Board Member Non-executive member Comply with Article (7)
Independent
Mr. Abdul Muhsin Bin Yousuf Abdulrahman
5 Al-Mana
Board Member Non-executive member Independent Comply with Article (7)
Mr. AbdulRahamn Fuad Abdulrahman Non-
6 Mudahka
Board Member Non-executive member Comply with Article (7)
Independent
Non-
7 Mr. Abdullah Mohd. Shamsan Al-Sada Board Member Non-executive member Comply with Article (7)
Independent
8 Mr. Saad Mohd. Saad Al-Jubara Al Rumaihi Board Member Non-executive member Independent Comply with Article (7)
9 Mr. Ahmed Yousuf Hussain Kamal Board Member Non-executive member Independent Comply with Article (7)
10 Mr. Abdulla Ali Al-Abdulla Board Member Non-executive member Independent Comply with Article (7)
11 Mr. Jamal Sherida Saad Al Kaabi Board Member Non-executive member Independent Comply with Article (7)

Board Charter
Qatar Manufacturing Company has prepared a Board Charter to assist the Board in the exercise of its powers and fulfillment of its
duties. The Charter details the purpose of the Board, its composition, roles and responsibilities, meetings procedures, quorum and
resolutions. The amended Board Charter is published on the corporate website for general reference by the stakeholders.
Duties of Board
In accordance with the amended Articles of Association of the Company and Board Charter, the Board has fulfilled its fiduciary
duties, for the fiscal year ended 31 December 2022, through the periodic meetings, overseeing the company's activities and taking
appropriate commercial decisions within its powers, authority and responsibilities as provided for in the Board Charter Board’s.
Duties and responsibilities include:

 Lead the Company and make the strategic decisions.
 Oversee the Senior Executive Management and monitor the implementation of the objectives and performance of the Company.
 Carry out the duties related to the General Assembly.
 Review the interim and annual financial statements with the external auditor.
 Review the activities and reports of the internal audit.
Delegation of Authority by the Board
In accordance with Articles No. (44, 45) of the Amended Articles of Association and Board Charter, the Board has the widest powers
to manage the Company. The right to sign for the company shall be granted to the Chairman of the Board, his deputy and the
Managing Director or Directors, whether jointly or solely, according to the resolution issued by the Board in this regard. It is worth
mentioning that the delegation of powers, roles and responsibilities for the Company’s functions have been documented in the
governance documents, with clear limits of authority, strict respect for the principle of double signing, and controls on licensing of
commercial transactions. The Board of Directors also approved the operational procedures and policies, in accordance with the
specialized studies carried out by a group of consultants, and the company will continue to follow up the update of business charters,
policies and governance practices of the company according to any new instructions or requirements.

Duties of the Chairman of the Board
The Chairman is responsible for ensuring the proper functioning of the Board in an appropriate and effective manner, including
timely receipt of complete and accurate information by the Board Members. The Chairman is not a member of any of the Board
committee, and his duties and responsibilities include, but are not limited to, chairing the Board and general meetings ensuring
efficient conduct of meetings, encouraging effective participation of Board members. The Chairman role also mandates the approval
of Board meeting agenda, facilitating effective communication with shareholders and communication of their opinions to the Board
of Directors, and annual evaluation of Board performance.
Obligations of Board Members
Board members should consider that their primary role is to provide leadership for the company, to identify long-term strategic
objectives, and to develop a strong corporate governance and risk management practices.
The members of the Board of Directors are committed to their duties and responsibilities due to the Company as stipulated in the
Charter of the Board of Directors and in accordance with the law and specifically under Article 12 of the Corporate Governance
Code.
The Chairman and members of the Board of Directors and members of the senior executive management shall also disclose to the
Board any interest, direct or indirect, that he has in the transactions and transactions made for the account of the Company, and the
disclosure shall include the type, value and details of such transactions and transactions, the nature and extent of the interest belonging
to him and the statement of the beneficiaries thereof.
In addition, the Chairman and members of the Board of Directors and members of the senior executive management are obligated
not to participate in any business that would compete with the company, or to trade for his own account or for the account of others
in one of the branches of the activity practiced by the company, unless he obtains approval to do so from the general assembly,
otherwise the company may demand compensation or consider the operations he initiated to have been conducted for its own account.
The Chairman and members of the Board of Directors and members of the senior executive management shall also disclose to the
General Assembly the positions they occupy and the positions they hold in a personal capacity or as a representative of a legal person.

Code of Conduct
The Board of Directors of Qatar Industrial Manufacturing Company Q.P.S.C is committed to the highest standards of integrity and
business conduct. The Board believes that operating with the highest level of honesty and integrity is critical to protect the interests
of the Company, shareholders and other stakeholders. Therefore, the Board Code of Conduct is published on the corporate website
for general reference by the stakeholders.
Board Member Induction and Ongoing Educational Development
Every newly Board Member shall upon his/her appointment become familiar with the Company structure, and all other information
enabling the Board Member to assume his/her responsibilities. Accordingly, the Company’s Corporate Governance Manual
prepared by Qatar Industrial Manufacturing Company includes a policy for training board members and provides its members with
knowledge of all aspects of business activities, in addition to being guidance that supports continuous education and knowledge
that can be benefited from.
Board Meetings
In accordance with Article (38) of the Amended Articles of Association and Board Charter, the Board met (6) times during the
reporting period with the following attendance:
No. of Board Date of

Meeting date Attendees Absentees Quorum Notes
Meetings Invitation
1 21-01-2022 07-02-2022 8 3 Complete None
2 03-Mar-2022 07-Mar-2022 11 0 Complete None
3 19-Apr-2022 26-Apr-2022 10 1 Complete None
4 04-Jul-2022 27-Jul-2022 10 1 Complete None
5 04-Oct-2022 16-Oct-2022 8 3 Complete None
6 05-Dec-2022 28-Dec-2022 9 2 Complete None

The most important activities of the Board of Directors during the year 2022
In accordance with Article (46) of the Amended Articles of Association and Board Charter, all Board resolutions during the
reporting period have been approved unanimously by the Board Members and duly recorded in the Board minutes of meetings.
During 2022, the Board of Directors discussed and supervised the implementation of a number of topics, including:
- Estimated budget for the fiscal year 2022

- Consolidated and audited financial statements for the fiscal year 2021.
- Update and development of operational processes in the Company.
- Reconciling the Company's situation in accordance with the amendments to the Commercial Companies Law No. 8 of 2021
- Evaluate the activities of the committees of the Board of Directors and review the annual work reports of the committees.
- Evaluate the performance of the executive management.
Board Secretary
The Company’s Board Secretary plays an important role in supporting the effectiveness of the Board and facilitating
communication and coordination with its committees. The Board Secretary assists the Board of Directors in fulfilling their
obligations and responsibilities. The Board Secretary also facilitates the communication between the Board Members and the
Executive Management. Mr. Adam El-Mustafa Omer is the Secretary of the Board, a position he has held since July 2017. He is
also the Legal Counsel and compliance officer of the Company. As required by QFMA Corporate Governance Code, the Board
Secretary keeps a record of Directors’ declarations of positions held to ensure that being Board members does contravene rules on
prohibited or combined positions. He also keeps records of the Board Members written annual non-conflict of interest declaration.
A Board Secretary Terms of Reference has been established to comply with the QFMA Corporate Governance Code and other
regulatory requirements.

Performance Assessment of the Board
The Board Self-Assessment Process for the year 2022 was conducted in accordance with the requirements of the Corporate
Governance Code issued by the Qatar Financial Markets Authority. To evaluate the performance of the Board and its committees
according to a questionnaire developed by the Nomination and Remuneration Committee that includes criteria on contributions
and interaction, quality of inputs, understanding of roles, responsibilities and key tasks and relationship with senior executive
management, The Chairman of the Board of Directors conducted a comprehensive assessment of the Board as a whole, its
committee, and senior executive management, to determine whether the Board, its committees and senior executive management
are optimally effective.
9. Board Committees
The Board has established three committees as per the requirements of the Corporate Governance Code, which are the Audit Committee,
the Nomination Committee & Remuneration Committee, to facilitate and assist in the execution of the Board’s responsibilities and
decisions as per the requirements of the Corporate Governance Law. The Nomination and Remuneration Committees were merged into
one committee called the Nomination and Remuneration Committee.
Audit Committee
The Audit Committee was established in 2007 by the Board and the Audit Committee assists the Board of Directors in carrying out
its supervisory and supervisory functions to ensure the integrity of the Company's financial statements. It advises the Board on the
efficiency and effectiveness of internal control systems and the arrangements to be made to manage risk and is also mandated to
ensure the independence and objectivity of internal and external audit functions. The members of the Audit Committee have the
necessary experience to perform the Committee's functions and responsibilities and the Committee reports to the Board of Directors
on its review of the effectiveness and efficiency of the internal control systems for the financial year and during the period until the
date of approval of the financial statements. The charter of the Audit Committee has been prepared to assist it in exercising its powers
and performing its duties. This Charter details the purpose and composition of the Commission, the procedures of its meetings and
the responsibilities of the Commission. The responsibilities of the Committee are documented in its present charter which includes
the following matters (briefly).

Financial Statements
 Review significant accounting and reporting issues, including complex or unusual transactions and review the annual financial
statements and the yearly, half-yearly and quarterly reports, and consider whether they are accurate, valid, complete, and
consistent with the information known to committee members and reflect appropriate accounting standards and principles.
 Ensure that the financial statements and reports are in compliance with accounting policies and practices, and with disclosure
rules and any other requirements relating to the preparation of financial reports.
Internal Control
 Obtain explanations from management, internal auditors and external auditors on whether the Company’s financial and
operating controls are adequate and functioning effectively.
 Consider the effectiveness of the Company’s management of risks and internal controls over annual and interim financial
reporting, regulatory and other reporting, including Cyber Security and controls.
Internal Audit
 Reviewing the annual internal audit reports and discuss the findings with the Internal Audit Manager and the Executive
management.
 Ensure there are no unjustified restrictions or limitations on the functioning of the Company’s Internal Audit, as well as on
Internal Audit’s access to Company records, documents, personnel as and when required in performance of their functions.
 On a regular basis, meet separately with the Internal Audit Manager to discuss any matters that the Committee or the Head
of Internal Audit believe should be discussed privately.
External Audit
 Review the external auditors’ proposed audit scope and approach, including coordination of audit effort with Internal Audit.
 Review and discuss quarterly reports from external auditors on all critical accounting policies and practices and any significant
financial reporting issues and judgment made in connection with the preparation of QIMC’s Consolidated financial
statements.
 On a regular basis, meet separately with the external auditors to discuss any matters that the Committee or auditors believe
should be discussed privately, including management responses to their reports.

Risk Management
 Review the progress to identify operational, market, strategic, legal and reputational risks, ensure implementation of action
plans to monitor, assessment and manage these risks.
The Audit Committee comprises of three (3) members:
No. Name Title Status
1 Mr. Nasser Bin Rashid Al-Kaabi Chairman Board Vice-Chairman / Non-executive / Independent
2 Mr. Abdul Mohsin Yousuf Al Mana Member Board Member / Non-executive / Independent
3 Mr. Abdulla Ali Al-Abdulla Member Board member / Non-executive / Independent
The Committee including the members who have financial and accounting expertise. The Audit Committee met eight (6) times during
the fiscal year 2022 in the presence of external members in accordance with the requirements of the Committee (such as specialized
consulting firms) as shown in the following table:

Meeting Attendance of
Meeting Date Main Decisions and recommendations
No. Committee Members
Approval of the internal audit report of Qatar Aluminum Extrusions
1 30- Jan -2022 Complete
Company.
Recommendation to the board for approving the consolidated financial
statements for 2021.
2 07-Feb-2022 Complete Raising a recommendation to the General Assembly to approve the
appointment of Moore Stephens and Partners as the company's
external auditor for the year 2022.
3 26-Apr-2022 Complete
statements for 1st Quarter 2022.
4 27-Jul-2022 Complete
statements for 2nd Quarter 2022.
5 26-Oct-2022 Complete
statements for 3rd Quarter 2022.
Recommendation to the board to approval of the internal audit report
6 04-Dec-2022 Complete
and human resources for Fibertie Pipe Factory & Accessories.
The Board is satisfied with the performance of the Audit Committee in accordance with its duties and responsibilities for the fiscal
year ended 31 December 2022.

Nomination & Remuneration Committee
The Nomination Committee was established in 2012 and reports to the Board. The Committee has developed a charter to assist in
the execution of its duties and responsibilities. The Charter details the purpose of the Committee, its composition, roles and
responsibilities and meetings procedures. The responsibilities of the Nomination Committee, as stipulated in the charter, briefly
include the following:
 Preparing the general principles and criteria used by the General Assembly in electing the fittest candidates from among the
candidates for membership of the Board and making appropriate recommendations thereon.
 Study and submit recommendation for vacancies of the membership of the Board of Directors in the event of a vacancy of any
of the seats and key executives, and re-nomination for election by the General Assembly.
 To issue the letter of appointment of the Board Members.
 To make periodic review of the Board of Directors and its Committees.
 Prepare the remuneration policy for the Board Members and Senior Executives of the Company, where reward and
compensation are clearly linked to the performance.
 Present to the Board and assist the Board in obtaining the approval of the General Assembly on this remuneration.
 Approve the conditions of employment and the scope of the retirement and determine the end of service benefits, increment in
salaries and terms of suspension of the CEO and other members of the Executive Management.
 Review of the structure of the compensations and allowances to the Company’s employees and make recommendations to the
Board for approval.
 Reviewing and approval of any binding disclosures for compensations for the management of the Company.
The Nomination and Remuneration Committee comprises of three (3) members:
No. Name Title Status
1 Sh. Rashid Bin Awaida Al-Thani Chairman Board Member / Non-executive / Independent
2 Mr. Saad Mohamed Al Rumaihi Member Board Member / Non-executive / Independent
3 Mr. Ahmed Yousuf Hussain Kamal Member Board member / Non-executive / Independent

The Board is satisfied with the performance of the Nomination & Remuneration Committee in accordance with its duties and
responsibilities for the fiscal year ended 31 December 2022. The Committee met on 19th January 2022 for opening of the board
member nominations for 2022-2024.
The Committee met on 3rd February 2022, and has successfully fulfilled several of its tasks and duties, the most prominent of which
were the following:
 Assessing applications for candidacy for board membership 2022-2024.
 Sorting and studying the candidates' applications, and then submitting a final report to the Board that includes the final list of
candidates and the committee's recommendations for approval.
 Approve the self-assessment.
 Approve the self-disclosure of board members.
 Suggest remuneration for meeting attendance allowance for Chairman and Board members for the ended year 2022.
 Suggest bonus for CEO and all employees for the ended year 2022.
 Submitting an annual report to the Board that includes a comprehensive analysis of the Board’s performance for the year 2022,
identifying strengths and weaknesses and its suggestions.
 Review the annual self-assessment report submitted by the members of the Board and the CEO.
10. Internal Control Framework

Internal Audit Framework
The Audit Committee, on behalf of the Board, is responsible to periodically review and assess the internal control framework by assessing
the internal audit functions, the risks and compliance as well as the works of external audit.
QIMC’s Board has set the Entity level objectives that align with the Entity’s vision, mission & strategies. In pursuit of these objectives,
the Company encounters events and circumstances which may threaten the achievement of its objectives. To mitigate these risks, an
internal control system was designed and implemented, the Board of Directors of Qatar Industrial Manufacturing Company adopted the
COSO Internal Control Framework. The framework of the Committee of Sponsoring Organizations of the Trade way Committee includes
five main components:
• Control environment
• Risk assessment
• Control activities

• Information and communication
• Monitoring and follow-up
The COSO framework has been integrated with the IIA’s Three Lines of Defense model which is recommended by Institute of Internal
Auditors to assign the responsibility for the duties outlined in the framework. Using the three Lines of Defense model, the duties and
responsibilities related to risk and control is assigned to the following three groups in QIMC:
I. 1st Line of Defense – Operational Management:

QIMC’s operational management is assigned with the primary ownership of risks and the methods used to manage those risks.
II. 2nd Line of Defense – Internal, support, monitoring and oversight function(s):
QIMC's operational monitoring and control functions include, but are not limited to, the second line includes risk management
functions, compliance functions for laws, regulations, acceptable ethical behaviors, internal control, information security,
technology, sustainability and assurance.
III. 3rd Line of Defense – Internal Audit:

Internal audit provides independent and objective assurance on the adequacy and effectiveness of governance and risk management
and communicates its findings to the Board of Directors and senior executive management.
Risk Managements
The Board of Directors is responsible for establishing an enterprise risk framework, determining the Company's risk appetite, and
preparing and approving policies and strategies related to the work of risk management. Senior executive management reviews the
approach of identifying and assessing risks and internal controls to mitigate them, the company follows a bottom-up approach, i.e. each
risk manager/owner is responsible for identifying and aggregating risks related to their jobs, Risk management is the responsibility of
everyone, from the Board and CEO to individual employees within each department. Each risk owner in the Company identifies, analyzes
and evaluates all financial and non-financial risks that may have a negative impact on the Company's performance and reputation, and
procedures and methodologies are constantly applied to address various risks.
Compliance
The company's management constantly reviews the need to update its internal charters and procedures in accordance with any changes in
the relevant laws, regulations and legislation and according to circulars issued by the regulatory authorities from time to time, and the company
constantly seeks to comply with all new or changing laws and regulations.
Internal Audit
The Independent Internal Audit Function reports to the Audit Committee of the Board of Directors, and the risk-based internal audit plan is
prepared, approved and approved by the Internal Audit Department covering different areas of operations of QIMC and its subsidiaries. The
Internal Audit function has access at all times to all accounts, books, records, systems and individuals in order to fulfill their audit
responsibilities.
The Internal Audit Department reviews the controls put in place to reduce risks, and makes recommendations, and the Internal Audit
Department has the independence to report objectively on any topics without being bound by the administrative hierarchy, and the employees
of the Internal Audit Department monitor and support the governance structure and activities to ensure their continuous effectiveness.
External Audit
In its meeting dated 12 March 2023, the General Assembly has appointed (M/s Moore Stephens and Partners) as the external auditor for
Qatar Industrial Manufacturing Company Q.P.S.C for the financial year ended 2023, based on the recommendations of the Audit
Committee and the Board. The external auditor shall provide semi-annual and annual review of the Company’s financial statements. The
external auditor is fully independent of the Company and its Board of Directors.
In addition to the Articles (74 - 78) of the Amended Articles of Association, which govern the duties and functions of the external auditor,
the Company’s Corporate Governance Manual stipulates the roles, responsibilities, appointment and removal policy of the external
auditor. The Manual also stipulates the role of the Audit Committee in overseeing the work of the external auditor.
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 QFMA’s list of External Auditor 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. QIMC’s External Auditors play a fundamental role in the Company. Hence, the External Auditors provide reasonable assurance
that the financial statements fairly represent the financial position and performance of the Company. To ensure the above, the External
Auditors perform their audits independent of the Company. This provides confidence in the Company’s accounting information. The
External Auditors provide the Board of Directors members with information related to any risk to which QIMC is exposed to and also
about any identified violation. In case of any violation, they will immediately notify the relevant authorities such as QFMA.

11. Related Parties
The control and governance of the transactions with the related parties are documented in the Corporate Governance Manual by Qatar
Industrial Manufacturing Company Q.P.S.C.
In the light of the specific disclosure requirements in the QFMA Corporate Governance Code, especially its current annual disclosure by
the members of the Board and the executive management regarding their interests, shareholding, trading of shares of the company, and
other boards of directors, significant transactions with the company, employment and contribution of relatives, qualifications and
experience and other interests.
Related Party Deals

Qatar Industrial Manufacturing Company did not conduct any transactions with related parties (as defined in the governance code issued
by the Qatar Financial Markets Authority) during the financial year ended 31 December 2022.
12. Remuneration Policy

 Article (98) of the Amended Articles of Association govern the remuneration of the Board Members, which is subject to approval
of the General Assembly. The remuneration shall not exceed 5% of the net income after deducting legal reserves and distribution
of dividends to shareholders, whether in cash or in kind which shall not be less than (5%) of the paid-up capital.
Remuneration of the members of the Board of Directors

The Nomination and Remuneration Committee is responsible for determining the annual remuneration of the members of the
Board and then presenting it to the Board to take a decision to submit a recommendation to the Ordinary General Assembly in
addition to determining the remuneration of senior executive management and employees. Therefore, the Nomination and
Remuneration Committee took into account the profits achieved for the year 2022 and what is stipulated in the remuneration policy
in determining the remuneration of the Board of Directors, senior executive management and employees.
Rewards of senior executive management and employees of the company

The Nomination and Remuneration Committee decides on the compensation of senior executive management and employees of
the company, consisting of a salary and remuneration based on the performance expended. The Board also approves the
remuneration associated with the Company's performance, to the CEO, senior executive management and employees. The
Nomination and Remuneration Committee approved the criteria for awarding remuneration to employees.
13. Conflict of Interest Policy
The Company is fully committed to conduct the business with fairness and integrity in order to ensure that the interests of its Shareholders and
Stakeholders are served and protected in a sound manner. QIMC recognizes the importance of maintaining high levels of confidence amongst all
its Shareholders. The Company exercises best efforts to run its business with respect, integrity and accountability. QIMC monitors potential
conflicts of interest at transactional and corporate levels. The Company also promotes awareness amongst its employees and Stakeholders to avoid
conflicts of interest situations. This effort is transversal across departments and the Company’s subsidiaries. The Company abides by the rules
established by QFMA by the Laws and Regulations that govern the Company’s business, regarding situations that could result in a conflict of
interest. The Company operates a Conflict-of-Interest policy which is reviewed as necessary to address potential gaps.
The Board of Directors also confirms that it was not aware of any potential conflict of interest or conflict of interest during the year 2022.
14. Insider Trading

The company has set rules and procedures that prohibit the chairman, members of the board of directors, executives and insiders from
trading on the company's shares during the ban period specified by the Qatar Stock Exchange until the announcement to the public of
the financial statements. In this context, all members of the Board and the senior executive management disclosed all trading operations
in the Company's shares.
15. Fair Treatment of Shareholders and Voting Rights

According to the provisions of Article No. 8 of the Company's Articles of Association, which states that "shareholders have equal
rights and have all rights arising from the ownership of the share in accordance with the provisions of the law and relevant regulations
and decisions", fair and equal treatment of shareholders constitutes one of the main principles of effective corporate governance.
The company treats this as a top priority and seeks to treat its shareholders with a high level of integrity, transparency and equality.
One of the company's main goals is to increase shareholder value through prudent and sustainable strategies. The company understands
that sound corporate management adds value through its activities and relationships with shareholders. Maintaining the confidence of
shareholders and investors is the cornerstone of all our activities.
The members of the Board and the Executive Management shall consider, in their collective responsibility, the application of the
principles of good governance in general, as well as adherence to the principle of equal and fair treatment of shareholders.

16. Shareholders’ Rights
Qatar Industrial Manufacturing Company Q.P.S.C. respects the shareholders’ rights and has established mechanisms for the
management of their rights in the Articles of Association and Corporate Governance Manual in order to ensure that their rights are
respected, fair and equal.
The shareholders’ rights, as provided in the Articles of Association, include in particular, the priority right to subscribe to the new
shares of the company, access to Company’s records, attending the General and Extraordinary Assembly, exercise the voting rights
and delegating voting rights to agents, distribution of dividends in accordance with the General Assembly Meeting, request a General
Assembly meeting, discussion of the meeting agenda, the right to obtain answers to the questions asked, the method of voting on the
board elections, participation in major decisions through the General Assembly and so on.
The Company works tirelessly to be recognized as a trustworthy business partner acting in line with its core values and in compliance
with the relevant laws and regulations. The Company is committed to conducting business in a responsible and transparent manner,
protecting the rights of all Stakeholders, creating value and sustainability through sound practices. The Company protects
Stakeholders’ rights by ensuring that:
• All Stakeholders are treated fairly without any discrimination.
• Stakeholders are granted access to information and data related to their activities on a timely and regular basis
• Stakeholders are protected in accordance with all relevant laws and regulations
• Stakeholders’ concerns are addressed in a timely manner.
Shareholders are invited and encouraged to attend the company’s Annual General Meeting (AGM). The AGM provides a forum in which
Shareholders have an opportunity to listen to and engage with the Board on matters included in the agenda. In accordance with Article
138 of the Companies Law No. (11) of 2015, Article 32 of the QFMA Corporate Governance Code and Article 57 of the Company’s
Articles of Associations, Shareholders representing at least 25% of the Company’s capital are entitled to call for an extraordinary general
assembly meeting. Pursuant to the procedures prescribed by the Law and Article 32 of the QFMA Corporate Governance Code,
Shareholders who own at least 10% of the Company’s capital are entitled to request to convene a general assembly meeting provided if
the matters raised justify convening such a meeting.

The Company ensures that Shareholders’ rights with regard to the assembly meetings and procedures are observed. These include but are
not limited to:
• being notified of the date and location of the assembly meetings and receiving the meeting agenda at least 21 days prior to the
general assembly meeting date. In addition, the Company’s financial and Board reports shall be published in two local daily
newspapers (one of which shall be in Arabic).
• attending meetings of the general assembly and participating in its deliberations;
• discussing matters listed in the agenda;
• requesting, when allowed by law, to include in the general assembly’s meeting agenda certain matters to be discussed during
the assembly meeting;
• asking questions to Board Members and receiving answers;
• Shareholders are entitled to appeal to the General Assembly if the answers are considered insufficient;
• voting on general resolutions, receiving information about the rules and procedures governing the voting process;
• being entitled to object to any decision considered serving the interests of or harming a certain group of Shareholders; or bringing
a special benefit to Board Members and/or Company Members against the Company’s interests; and,
• having access to the general assembly minutes of meetings in a timely manner. Additionally, as set forth under Article 32 of the
QFMA Corporate Governance Code, Shareholders are entitled to appoint (in writing and with a power of attorney) another
Shareholder who is not a Board Member to attend the general assembly on his/her behalf; provided that this Shareholder by way
of proxy shall not cast a vote for more than (5%) of the Company’s capital shares. The proxy Shareholder has the right to
participate in voting in accordance with the relevant laws and regulations and the instructions given by the absent Shareholder.
Shareholders who are minors are not permitted to attend the general assembly meetings and shall be represented by their legal
guardians and/or duly appointed representatives.
Shareholders’ Rights concerning Dividends Distribution

The distribution of dividends is one of the options available to the Company for returning value to its Shareholders. During the general
assembly meeting, the Board presents its recommendation regarding the dividend distribution to the Company’s Shareholders. Such
distribution shall be based on multiple criteria such as the Company’s overall performance during the year, financial results, future cash
and liquidity requirements as well as general market conditions and other factors deemed relevant by the Board.
In accordance with the Company’s Dividend Policy.
The dividends approved by the general assembly for distribution, whether they be in cash or bonus shares are given, as of right, to
Shareholders who are listed in the register kept at the Qatar Central Securities Depository.

Review of the shareholder register
Based on the instructions issued by the Qatar Stock Exchange and the Commercial Companies Law, the company maintains a special
register of shareholders in which the names of the shareholders, their nationality, domiciles and what each of them owns, and the company
reviews the shareholders' register and updates it on a monthly basis.
Protection of Minority Shareholders

The Company ensures that all Shareholders, including the Minority, are treated equally without any discrimination. All Shareholders
receive the same information regardless of the number of shares they are in possession of. The Company ensures that the Minority
Shareholders are given their due rights to access information and voice their opinions. Pursuant to the procedure prescribed in Article 32
of the QFMA Corporate Governance Code, the Minority Shareholders shall be entitled to exercise their full rights in respect of their
participation and voting in the general assembly meetings. The Company adopts the cumulative voting method in Board Members
elections, which allows opportunities for a fair representation of the Minority Shareholders in the Board. Furthermore, the Company has
implemented a mechanism to submit complaints and notify any violations or risks that might threaten the Company.
17. Shares and Transparency

All financial information are disclosed in the Company’s Annual Report and Company's website. The Board Members’ shares were
illustrate as mentioned above.
Disclosure of Controlling Shareholders
In accordance with Article (7) of the Amended Articles of Association, the total number of shares that owned by one shareholder
shall not exceed 2% of the total shares of the Company.

Shares Held by Controlling Shareholders
Information on shares held by Controlling Shareholders as follows:
Number of
No. Name % Ownership Comments
Shares
General Retirement and Social
1 56.777.750 11.95% None
Insurance Authority – Civil Fund
2 Qatar Holding Co 23,760,000 5% None
Mr. Yousuf Hussain Kamal, his children
3 Mr. Yousuf Hussain Kamal 56,151,473 11.82%
and his company owns the shares.
Shares Held by Executive Management
Information on shares held by Executive Management is as follows:
Number of
No. Name % Ownership Comments
Shares
1 Mr. Abdul Rahman A. Al-Ansari 445,770 0.093% CEO
2 Dr. Hazim Al Kadhi 32.789 0.007% Head of Projects Department
18. Dividends Policy

Article (98) and (99) of the Company’s Amended Articles of Association governs the policy of distribution of dividends to the
shareholders, which arise in the light of the recommendation of the Board and subject to the approval of the General Assembly by
shareholders. For the Year 2022, The Board of Directors will recommend a cash dividend of QAR 61,776,000 (0.13% of total capital)
i.e., Dirham 13 per share.

19. Investor and Shareholders Relations
QIMC values its Shareholders and recognizes the importance of meaningful and timely information disclosure. The Company’s Investor
Relations Officer is responsible for maintaining investor confidence in the company through clear and consistent communications between
management, shareholders and the investment community. The Investor Relations Officer coordinates shareholder meetings and releasing
information and manage communications in the event of a crisis. The Board of Directors has mandated a best practices approach at all
times.
The company maintains open and transparent communication channels with shareholders and publishes information to shareholders on a
regular basis on the Company's website as well as through multiple media in addition to the readiness of management to receive any of
the shareholders and respond to their inquiries about the Company.
The Company aims to make accurate and timely information about the Company available regularly and consistently to all shareholders,
stakeholders, analysts and investors simultaneously. All press releases and financial disclosures are continuously published to improve
the quality, transparency and consistency of information disclosures.
20. Disclosures
In line with Article 4 of the QFMA Corporate Governance Code and in order to uphold high standards of disclosure, QIMC follows
the following procedure:
• The Company ensures that any disclosed information is consistently accurate, clear and reliable.
• The Legal Department and Compliance Function assist the Board, the Executive Management and the relevant Company’s
departments to understand their respective roles and responsibilities relating to disclosure requirements.
QIMC is committed to disclosing (when applicable) any violation which has occurred during the financial year in accordance with the
applicable governance rules and regulations while also implementing remedial measures to avoid the reoccurrence of similar events.

21. Rumor Handling Policy
In application of Article (25) of the Corporate Governance Code issued by the Qatar Financial Markets Authority, the Company has a
clear policy to deal with rumors disclosed by third parties and in general any information that may harm the Company's reputation.
Where processed and escalated on a case-by-case basis given their source and expected impact.
• Monitoring rumors and transferring them to the specialist to indicate their source and the extent of their impact before denying or
ignoring them.
• Commitment to periodic as well as immediate disclosure in the event of any news that would be the source of any rumor.
22. Legal and Judicial Dispute

There is no case filed against or from the company that has not been adjudicated until the date of preparing the corporate governance
report for the year 2022.
23. Report violations and deal with complaints and grievances

In accordance with the governance regulations issued by the Qatar Financial Markets Authority, the Company has a clear policy related
to reporting violations and spreading awareness of any violations that must be reported anonymously and includes procedures on how
to apply this policy in the Company. The policy aims to protect the Company, its shareholders and stakeholders.
The protection includes, but is not limited to, the right of any employee to disclose any malpractices within the Company such as
misuse of QIMC's funds and resources and/or to report behavior deemed suspicious, unlawful, unethical or harmful to QIMC.
The Company is committed to ensuring the confidentiality of information and the content of the complaint, communication, proposal
or even grievances received, and protecting whistleblowers, as the company receives and examines complaints, grievances and
communications that are submitted, decided and settled optimally in accordance with transparency standards and on the basis of justice
and equality and without prejudice to the rights of the company, as well as considering proposals submitted by any of the stakeholders.
This process is also supervised by the Audit Committee and there are no such irregularities that occurred during 2022.

24. Subsidiaries and Affiliates
Qatar Industrial Manufacturing Company Q.P.S.C. (Qatari Listed Company) is the parent company of the following companies:
% Owned by Qatar Industrial
No. Company’s Name
Manufacturing Company
1 National Paper Industries Co. 100%
2 Qatar Stand Treatment Plant 100%
3 Qatar Acids Company 100%
4 Qatar Paving Stones 100%
5 Jahiz Packaging Co 100%
6 Tarweej Real Estate 100%
Qatar Industrial Manufacturing Company Q.P.S.C. (Qatari Listed Company) owns different percentages from the following
companies:
% Owned by Qatar Industrial
No. Company’s Name
Manufacturing Company
1 Qatar Jet Fuel Company 40%
2 Qatar Metals Coating Company 50%
3 Qatari-Saudi Gypsum Industries Company 33.33%
4 Qatar Clay Bricks Company 46.35%
5 National Food Company 20%
6 Qatar Plastic Products Company 66.66%
7 Gulf Formaldehyde Company 30%
8 Amiantit Qatar Pipes Company 40%
9 Gasal Company 29.50%
10 Qatar Aluminium Extrusion Company - Qalex 45%
11 KLJ Organic – Qatar 60%
12 Gulf Glass Factory 50%

25. Sustainability
QIMC believes that it has a responsibility to generate profits for purpose. Through our services, we seek to enable economic and
social inclusion across our Company, by helping customers achieve their aspirations, which helps us raise living standards and help
communities more broadly – one of our aims. With more than twenty (20) different nationalities working together in Qatar, QIMC
is proud of and deeply respects its diversity. We work in an atmosphere of mutual respect and support and share the same values that
define our company and our approach to business. We are committed to the protection of the environment, health and well-being, to
the mitigation of climate change and the conservation of nature. Our objective is to ensure the continued improvement of our
environmental performance, with the aim to use energy and natural resources more efficiently, minimize the production of waste and
air emissions, reducing also the water discharges while seeking ways to preserve heritage, landscape and biological diversity.
Apart from complying with local law, we are also conducting our businesses following sustainable development principles. At the
same time, we take into account the views and opinions of our local and global Stakeholders. QIMC has continued achieving its
goals with regard to its social responsibility towards the local community for this year through the support of many initiatives that
are intended to contribute to support the development within the country. Moreover, the events we participated in reflect our
orientation and highlight our activities in the various areas that underpin the Company’s corporate social responsibility. The Company
also considers spreading its social responsibility policy as a priority, as the culture of promoting social awareness among individual’s
fosters interconnection between all and reflects the Company’s commitment to the local community in which it operates.
26. Corporate Responsibility

The Company’s Corporate Governance Manual has clear policy in respect of corporate responsibility. Further, in accordance with Law
No.13 of 2008 concerning the contribution of some Shareholding companies to support social and sports activities, the company is
committed to allocating an allowance for sports, social, cultural and charitable activities in an amount equivalent to 2.5% of the net
profit of the group. In accordance with the instructions issued during the year 2010 by the Ministry of Commerce and Industry, this
social contribution was dealt with as a distribution from the profits retained by the Company in the amount of QR 3,803,278 for the
year ending on 31 December 2022, while its value amounted to QR 3,480,217 for the fiscal year ended 31 December 2021.

27. Appendices
Appendix 1 – Information on Board Members
Shares Competencies, Experience and other Board Seats
Board Member Name Appointment Position on the Board
Held Held
H.E Sheikh Abdel Rahman Bin 2022 Chairman 840,400 Education:
Mohammad Bin Jabor Al Thani Non-Executive B.Sc (Eng.) – Civil Engineer
Board Seats held:

Managing Director – Doha Bank
Chairman – Qatar Oman Investment Co.
Board Member – Al Madeena Takaful Oman
Experience:
Director Industrial Technical Development Center
Mr. Nasser Bin Rashid Al-Kaabi 2022 Vice Chairman 4,718,550 Education:
Non-Executive Complete high School.
Board Seats held:
Board Member – Qatar Islamic Bank
Chairman – Al Sraiya Holding
Rapporteur of Legal and Legislative Affairs Committee
of Majlis Shoora.
Experience:
Former Rapporteur of the Legal and Legislative Affairs
Committee of the Shoora Council
Sh. Rashid Bin Uwaida Bin Mohd. Bin 2022 Board Member 475,200 Education:
Thani Al-Thani Non-Executive B.A - Bachelor of Economics
Previous Experience:
Managing Director of Qatar Petroleum
CEO of Qatar Petrochemical Co.
Head of Gas Committee
Mr. Fahad Hamad Ahmed Al- 2022 Board Member, Representative of Not Education:
Mohannadi Qatar Holding, Non-Executive Applicable Bachelor's degree in Mechanical Engineering
Experience:
An Engineer and then a Maintenance Manager in Ras
Abufontas Desalination Plant 1981-1987
• Director of Ras Bufontas Desalination palnt 1987-
1992

Held Held
• Technical Director of the Qatar Electricity and Water
Company 1992-1999
• General Manager and Managing Director of the Qatar
Electricity and Water Company 1999-2020.
Mr. Abdul Muhsin Bin Yousuff 2022 Board Member 3,391,920 Education:
Abdulrahman Al-Mana Non-Executive Bachelor of Business Administration
Experience:
Businessman
Mr. AbdulRahamn Fuad Abdulrahman 2022 Board Member, Representative Not Education:
Mudahka General Retirement and Social Applicable B.A – Bachelor Business Administration
Insurance Authority – Civil Fund - M.A. – Strategic Business Administration
Non-Executive Experience:
Director – Budgeting Dept, Ministry of Finance
Analyst – Tanker Company Investment (Nakelat)
Project Manager – Motorolla
Mr. Abdullah Mohd. Shamsan Al-Sada 2022 Board Member 9,504,000 Former member of the Shura Council.
Non-Executive Member of the Municipal Council
Board Seats held:
General Manager – Bin Shamsan Services
General Manager – Bin Shamsan Trading & Contracting
Co.
Experience:
Board Member of Shoora Council
Board Member of Municipal Council
Mr. Saad Mohd. Saad Al-Jubara Al 2022 Board Member 475,200 Education:
Rumaihi Non-Executive Bachelor of Economics & Social Science from Kuwait
University in 1978
Experience & Board Seats held:
Board Member – Qatar Navigation (Milaha)
Board Member – Qatar National Cement Company
(QNCC)

Held Held
General Manager – Qatar Television
Chief Editor – Al Raya Newspaper
Ambassador – Ministry of Foreign Affairs
Head of Follow-up Dept. – Emiri Diwan
Head of Media Dept. – Emiri Diwan
Secretary to Emir – for Follow-up
Mr. Ahmed Yousuf Hussain Kamal 2022 Board Member Not Education:
Non-Executive Applicable Complete High School
Legal Studies
Board Seats held:
Board Member Doha Insurance
Experience:
Worked many public and private sector jobs.
Mr. Abdulla Ali Al-Abdulla 2022 Board Member 316,800 Education:

Non-Executive Bachelor of Industrial Engineering
Board Seats held:
Board Member – Qatar Oman Investment Co
Board Member – Doha Bank
Board Member – Al Madeena Investment- Oman
Previous Experience:
Manager of Industrial Affairs – Ministry of Industry
Asst. General Secretary – Gulf Organization for
Industrial Consulting
General Manager – Qatar Industrial Manufacturing
Company
Mr. Jamal Sherida Saad Al-Kaabi 2022 Board Member 0 Education:
Non-Executive, Independant Bachelor's degree in Industrial Engineering
Experience:
- Engineer, then Director of the Water Planning
Department, Qatar Electricity and Water Company
1997-2005.
- Projects Manager, Road Designs in Ashghal 2005-2011
- Director of Central Planning, Ministry of Municipality
and Urban Planning 2011-2015

Held Held
- Director of the Technical Office of the Ministry of
Municipality and Environment and advisor to the
Minister 2015-2018
- Director of Planning and Quality Department in
Ashghal from 2018 to date


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Qatar Industrial Manufacturing

0|P age Qatar Industrial Manufacturing Company (Q.P.S.C)

Responsibilities of the Board

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Risks in Financial Reporting

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Functions Involved in the System of Internal Control over Financial Reporting

Controls to Minimize the Risk of Financial Reporting Misstatement

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1. Updating and development of governance policies and procedures guides.

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Steps Taken to Achieve Compliance with QFMA Corporate Governance Code

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7. Shareholders’ Information and Company’s Shares

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20 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

• Approving the Company’s strategic plan and its main objectives;

• Developing a Stakeholders policy;

22 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

• Inviting all Shareholders to attend the general assembly meeting;

• Approving the nominations or designation of the Executive Management;

• Adopting a succession planning policy concerning or related to Executive Management;

For more information, please refer to the QIMC’s Board Charter.

Composition and Members of the Board

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 Must be at least twenty-one years old with full capacity to act.

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Percentage of Date of last Board

Mr. Abdul Muhsin Bin Yousuff

25 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

26 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

Duties and responsibilities include:

Delegation of Authority by the Board

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Obligations of Board Members

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Board Member Induction and Ongoing Educational Development

No. of Board Date of

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- Estimated budget for the fiscal year 2022

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31 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

32 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

The Audit Committee comprises of three (3) members:

No. Name Title Status

3 Mr. Abdulla Ali Al-Abdulla Member Board member / Non-executive / Independent

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The Nomination and Remuneration Committee comprises of three (3) members:

No. Name Title Status

2 Mr. Saad Mohamed Al Rumaihi Member Board Member / Non-executive / Independent

35 | P age Qatar Industrial Manufacturing Company (Q.P.S.C)

10. Internal Control Framework

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I. 1st Line of Defense – Operational Management:

III. 3rd Line of Defense – Internal Audit:

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Related Party Deals

12. Remuneration Policy

Remuneration of the members of the Board of Directors

Rewards of senior executive management and employees of the company

14. Insider Trading