Manama I 22 March 2023
Al Baraka Banking Group B.S.C (ABG) held its Annual Ordinary General Meeting (AGM) and Extraordinary General Meeting (EGM) on Wednesday, 22 March 2023 chaired by the Vice Chairman of the Group’s Board, Mr. Mohamed Alshoroogi, via e-AGM audiovisual communication technology with a quorum of 76.11%. The meeting was held in the presence of the Group Chief Executive Officer, Mr. Houssem Ben Haj Amor, as well as the Board of Directors and Executive Management, with the participation of shareholders, representatives of the Shari’a Supervisory Board (SSB), the external auditors, and supervisory authorities (CBB and MOIC).
The Meeting began with the approval of the minutes of the Ordinary General Assembly meeting held on March 30, 2022. The Board of Directors’ report on the Bank’s business activities for the year ended 31 December 2022, the Shari’a Supervisory Board (SSB) and external auditors’ reports were discussed and approved.
The Group's shareholders approved the consolidated financial statements for the financial year ended 31 December 2022 and the related parties’ transactions as stated in note No. (26) of the financial statements, which aligns with the Article No. 189 of the Commercial Companies Law. They also viewed the Corporate Governance report for the year ended 31 December 2022, alongside the Bank's compliance with other requirements of the Central Bank of Bahrain (CBB).
The General Assembly then approved the Board of Directors’ recommendations to transfer US$14,311,590 (10% of the net income attributable to equity holders of the Parent) to the Statutory Reserve, allocate US$ 609,589 as Zakat on behalf of all shareholders and to transfer US$ 128,804,312 to the retained earnings.
Shareholders approved the disbursement of US$ 1.5 million as remuneration to the Members of the Board of Directors for the financial year ended 31/12/2022. They also approved the aggregate benefits and remuneration of US$105,000 to the members of the Unified Shari’a Supervisory Board for the financial year ending 31 December 2022.
Then the shareholders approved the election of twelve members out of 13 to the Group Board of Directors for a new term of three years from the date of election (March 2023 - March 2026). They also approved the appointment of the Group’s CEO as the 13th member; subject to the approval of the Central Bank of Bahrain, (the CEO’s appointment at the board as an “executive member” based on his capacity as CEO and is according to the Article No. 24 of the Group’s Articles of Association).
The General Assembly also approved the appointment of the Unified Sharia Supervisory Board for a new term of three years (2023-2026) from the date of appointment based on the recommendation of the Board of Directors. It also approved authorizing and empowering the Board of Directors to determine the aggregate annual benefits and remuneration for the members of the Unified Sharia Supervisory Board.
The shareholders absolved the Directors from liability for the Financial Year ended on 31/12/2022. Then they ratified the Board of Directors’ recommendation to re-appoint Messrs. PricewaterhouseCoopers as External Auditors for Al Baraka Group for the financial year ending on December 31st 2023, and authorized and empowered the Board of Directors or its delegate to determine their remuneration, subject to the approval of the Central Bank of Bahrain.
On this occasion, Mr. Mohammed Alshroogi, Vice Chairman of Al Baraka Group and all members of the Board of Directors expressed their sincere thanks to the Ministry of Industry and Commerce, Central Bank of Bahrain and Bahrain Bourse for their cooperation since the Group was established. They also extended their thanks to all Central Banks in the countries in which the Group’s Banks operate and to all investors and customers for their continuing support. The Board also thanked all the employees for their hard work, dedication and loyalty that contributed to the Group’s results and performance in 2022.
The Meeting began with the approval of the minutes of the Ordinary General Assembly meeting held on March 30, 2022. The Board of Directors’ report on the Bank’s business activities for the year ended 31 December 2022, the Shari’a Supervisory Board (SSB) and external auditors’ reports were discussed and approved.
The Group's shareholders approved the consolidated financial statements for the financial year ended 31 December 2022 and the related parties’ transactions as stated in note No. (26) of the financial statements, which aligns with the Article No. 189 of the Commercial Companies Law. They also viewed the Corporate Governance report for the year ended 31 December 2022, alongside the Bank's compliance with other requirements of the Central Bank of Bahrain (CBB).
The General Assembly then approved the Board of Directors’ recommendations to transfer US$14,311,590 (10% of the net income attributable to equity holders of the Parent) to the Statutory Reserve, allocate US$ 609,589 as Zakat on behalf of all shareholders and to transfer US$ 128,804,312 to the retained earnings.
Shareholders approved the disbursement of US$ 1.5 million as remuneration to the Members of the Board of Directors for the financial year ended 31/12/2022. They also approved the aggregate benefits and remuneration of US$105,000 to the members of the Unified Shari’a Supervisory Board for the financial year ending 31 December 2022.
Then the shareholders approved the election of twelve members out of 13 to the Group Board of Directors for a new term of three years from the date of election (March 2023 - March 2026). They also approved the appointment of the Group’s CEO as the 13th member; subject to the approval of the Central Bank of Bahrain, (the CEO’s appointment at the board as an “executive member” based on his capacity as CEO and is according to the Article No. 24 of the Group’s Articles of Association).
The General Assembly also approved the appointment of the Unified Sharia Supervisory Board for a new term of three years (2023-2026) from the date of appointment based on the recommendation of the Board of Directors. It also approved authorizing and empowering the Board of Directors to determine the aggregate annual benefits and remuneration for the members of the Unified Sharia Supervisory Board.
The shareholders absolved the Directors from liability for the Financial Year ended on 31/12/2022. Then they ratified the Board of Directors’ recommendation to re-appoint Messrs. PricewaterhouseCoopers as External Auditors for Al Baraka Group for the financial year ending on December 31st 2023, and authorized and empowered the Board of Directors or its delegate to determine their remuneration, subject to the approval of the Central Bank of Bahrain.
On this occasion, Mr. Mohammed Alshroogi, Vice Chairman of Al Baraka Group and all members of the Board of Directors expressed their sincere thanks to the Ministry of Industry and Commerce, Central Bank of Bahrain and Bahrain Bourse for their cooperation since the Group was established. They also extended their thanks to all Central Banks in the countries in which the Group’s Banks operate and to all investors and customers for their continuing support. The Board also thanked all the employees for their hard work, dedication and loyalty that contributed to the Group’s results and performance in 2022.