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His HighnessSheikh Tamim bin Hamad Al-ThaniEmir of the State of Qatar

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The Legal and Regulatory Framework of Governance: 04Introduction: 04An Overview of the Company: 05Board of Directors: 05Charter of the Board: 05Board Composition: 06Significant Shareholders as of 31/12/2018: 08The Board’s Key Functions and Tasks: 08Secretary of the Board: 09Chairman of the Board: 10Board Meetings and Board Committees’ Evaluation: 10Board and Executive Management’s Remuneration Policy: 11The Board’s Committees: 12 Remuneration of Board’s Committees: 17Segregation of Authorities: 17Executive Management Committee: 17Tasks and responsibilities of the Executive Management Committee: 18Senior Executive Management: 18Senior Executive Management Evaluation: 20The Organizational Structure of the Company: 20Human Resources: 20Succession Planning: 21Internal Control: 21Internal Audit Department: 22External Auditor: 22Risk Management: 23Financial Risks: 23Rating: 24Compliance Department: 24Related Parties Transactions: 25Disclosure : 26Disclosure Requirements / Insider Trading: 26Shareholders’ Equity: 27Ownership Structure: 28Other Stakeholders’ Rights: 28Corporate Social Responsibility: 28Whistle-blowing Policy: 28Profits Distribution: 28Code of Conduct Regulations: 29Notes Related to Certain Provisions of Governance: 30Conclusion 30

CONTENTS

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QATAR GENERAL INSURANCE & REINSURANCE COMPANY Q.P.S.C.

BOARD OF DIRECTOR’S REPORTON CORPORATE GOVERNANCEas of 31st December 2018

THE LEGAL AND REGULATORY FRAMEWORK OF GOVERNANCE In the context of complying with the provisions of the Corporate Governance Code for Companies and Legal Entities Listed in the Main Market regulated by Qatar Financials Markets Authority, and in compliance with Article (4) of the said Code, and in accordance with Decision No. (01/2016) on Executive Instructions and Governance Principles for Insurance Companies issued by Qatar Central Bank, and in line with the Qatari Commercial Companies Law no. (11) for the year 2015, this Corporate Governance Report for the financial year ended 31st December 2018 has been developed in alignment with the principles of transparency, accountability, justice and equality and in application of the comprehensive disclosure principle aiming to achieve the highest disclosure and transparency standards leading to the realization of the Public benefit, the best interest of the Company, its Shareholders as well as Stakeholder’s on an ongoing basis, besides to promoting the Governance culture and practices among the Group.

INTRODUCTION

The Company’s Board of Directors and its Executive Management believe that Governance is the comprehensive system through which the Company can practice sound management, business oversight, defining functions and responsibilities for the Board and Executive Management and its employees as well as managing the Company’s dealings with Stakeholders towards attaining the best corporate practices, maintaining the highest international standards of professional conduct as well as fostering Governance commitment programmes for the greater benefit of the Company and its Shareholders through complying with all the related legislations and regulations. Generally and in line with the Governance rules, the Company has carried out the following:

1- In application of the Corporate Sound Governance Principles and in accordance with the international standards related to sound governance, the Board was keen to leverage the role of the internal controls systems in the Company, thus to ensure full compliance with the Governance requirements and the governing laws. Such systems can be summoned as follows:

- Board’s Committees and its oversight over related procedures;- Internal Audit Department;- Compliance Department; and- Risk Management Department and Principal Actuary.

2- Developing the Company’s Governance system that encompassed the related principles, regulations, policies and procedures guaranteeing the implementation of an effective governance practices. This System, as adopted by the Board, provides a proper and straightforward implementation of the sound governance practices in the Company.This system is being reviewed on an annual basis or when necessary, i.e. upon introducing legislative or regulatory amendments or issuing new regulations, to align with the Legislative and Regulating bodies requirements in relevance to Governance and the Company’s operations.

3- Ensuring the protection of the Shareholders’ rights in general, and the minority Shareholders in particular, under a mechanism guaranteed by the Company’s Articles of Association with respect to the significant transactions conducted by the Company, which may be deemed harmful to their interests or prejudice the capital ownership.

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04

Board of directors’

Board of directors’ report

Financial highlights and Key indicators

Chairman message

Group CEO message

Our group

Our management

Insurance Company

Our Products

Qatar General Holding General Takaful

Greco

Orientals

Water

Sustainability report

Shariaa report

Consolidated financial statementsIndependent Auditor’s reportConsolidated Statement of Financial PositionConsolidated Statement of Profit or LossConsolidated Statement of Comprehensive IncomeConsolidated Statement of Changes in EquityConsolidated Statement of Cash FlowsNotes to the Consolidated Financial Statements

CONTENTS

AN OVERVIEW OF THE COMPANY

Qatar General Insurance and Reinsurance Company Q.P.S.C (the “Company”) is a Qatari Public Shareholding Company, established in 1979 under the provisions of the Joint-Stock Companies Regulation Law of 1961 as amended by Commercial Companies Law No. (5) of 2002 which in turn was amended by the Commercial Companies Law No.11 of 2015, to conduct all types of Insurance and Reinsurance business (except life insurance) and for capital and property investment. The Company’s paid up capital is QR /875,067,030/ (Qatari Riyals Eight Hundred Seventy-Five Million Sixty-Seven Thousand Thirty) divided into /87,506,703/ shares (Eighty-Seven Million Five Hundred Six Thousand Seven Hundred and Three shares). The Company carries out, through its branches across the State of Qatar, the following diverse activities:

1. All types of Insurance except Life Insurance (fire, general accident, marine and aviation, automotive, medical, etc..).2. Investment in securities, in accordance with Insurance governing legislations.3. Real Estate Investment.4. Investment in Associates and Subsidiaries.

The Company operates its business throughout a network of branches, deployed in all regions of Qatar, and a broad Clients base while providing services as per the latest business systems.

As one of the leading Insurance Companies operating in the State of Qatar, the Company’s commitment by the laws, regulations, decisions and instructions issued by the Competent Authorities governing the activities of the Insurance Companies, left a considerable impact on the Company’s relation with its Shareholders and Stakeholders, in addition to the Regulators.

BOARD OF DIRECTORS

The Board of Directors assumes the responsibility of managing the Company, and it comprises of Nine Members fulfilling the pre-requisite qualifications and expertise necessary for operating the Company’s business and realizing its objectives and strategy. Without prejudice to the Company’s General Assembly competencies, and pursuant to the Company’s Memorandum and Articles of Association, the Board of Directors is assigned the responsibility of developing the Company’s comprehensive strategy and the required policies and procedures including, credit and investment policies, whether directly or through the Board’s Constituted Committees, to ensure implementation of the key business plans and attaining the necessary administrative orientation and oversight as well as the effective monitoring of the Company.

Members of the Board possess the necessary expertise and knowledge required to effectively exercise their functions, particularly at the financial and legal aspects, whereas each Member has allocated sufficient time to perform their functions in full integrity and transparency to the best interest of the Company and its objectives.

The Board Members were elected through the General Assembly meeting of Shareholders, in alignment with the legislations, Governance provisions, the Company’s Articles of Association and all related regulations. It is noteworthy that selection of the Board Members observed having one third of such Members as experienced Independents with the majority of Members as Non-Executives. The Board’s tenure extends for a period of three years (2017-2019).

CHARTER OF THE BOARD

The Board discharges its duties and responsibilities in accordance with its Charter, that sets out the Board’s functions and responsibilities as well as its Members duties, Composition of the Board and its constituted Committees, the voting mechanism and decision making, and generally the Board’s role in steering the Company in accordance with the Company’s Memorandum and Articles of Association and QFMA’s regulations and the Commercial Company’s Law and Qatar Central Bank’s Law and its Executive Instructions. The Board’s Charter is published at the Company’s website.

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05

BOARD COMPOSITION

Below listed is the information relating to the current Board of Directors Members:

1- Sheikh Nasser Bin Ali Bin Saud Al Thani – Chairman of the Board and Managing Director

Sheikh Nasser Bin Ali Bin Saud Al Thani is the Chairman of the Board. Sh. Nasser has an extensive expertise of more than thirty years in various fields encompassing Insurance, Investments, Banking, among others, and holds a Bachelor’s degree in business administration. Currently, Sh. Nasser is the Vice Chairman of Ahli Bank’s Board of Directors and a Board Member at Investment Holding Group, Trust Bank – Algeria, Trust Investments Co. – Algeria, Jordanian Expatriates Investment Holding Co., besides to being the Vice Chairman of Oman Reinsurance Co.

2- Sheikh Mohammed Bin Ali Bin Saud Al Thani – Vice Chairman of the Board

Sheikh Mohammed Bin Ali Bin Saud Al Thani is the Vice Chairman of the Board. He has a broad expertise and knowledge in various fields of trading of investments.

3- Sheikh Ali Bin Jassim Bin Mohammed Al Thani – Board Member

Sheikh Ali Bin Jassim Bin Mohammed Al Thani is a Member of QGIRCO’s Board with a wide-ranging expertise and knowledge in trading and investment fields. Besides, Sh. Ali is currently a board Member in Masraf Al Rayan and holds a Master’s degree in Economics and Political Science.

4- Sheikh Faisal Bin Jassim Bin Mohammed Al Thani – Board Member

Sheikh Faisal Bin Jassim Bin Mohammed Al Thani is a QGIRCO Board Member representing Middle East Business Development Company. Sh. Faisal has a broad experience in business management and trading and holds a Bachelor’s degree in Business Administration.

No. of Shares’ Owned : 5,518,129

Percentage of the Capital : 6.3%

Capacity : Chairman of the Board and Managing Director



Capacity : Non-Executive & Independent Member



Capacity : Non-Executive Member




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Chairman message

Group CEO message

Our group

Our management

Insurance Company

Our Products


Greco

Orientals

Water


Shariaa report


CONTENTS

5- Mr. Hamad Mohammed Hamad Abdallah Al Manaa – Board Member

Mr. Hamad Mohammed Al Manaa is a Member of QGIRCO’s Board with an extensive expertise in the sectors of investments and business management. Also, Mr. Hamad is a Board Member in Milaha (Qatar Navigation) and Doha Bank.




6- Mr. Abdel Aziz Mohammed Hamad Abdallah Al Manaa – Board Member

Mr. Abdel Aziz Al Manaa is a Member of QGIRCO’s Board with a wide-ranging expertise and knowledge in the fields of business management and investments. Mr. Abdel Aziz holds a Bachelor’s degree in Accounting and currently he occupies the position of the Board’s Vice Chairman at Barwa Bank, besides to being a Member at United Development Company Board of Directors.




7- Mr. Rashid Faisal Al Naimi – Board Member

Mr. Rashid Faisal Al Naimi is a QGIRCO Board Member representing Al Faisal Trading & Cont. Est. Mr. Rashid is a former Board Member at Qatar Chamber and is one of Qatar International Islamic Bank (QIIB) founders. Mr. Rashid has an extensive experience in the fields of Trading and Investment.

No. of Shares’ Owned : 437,534


Capacity : Non-Executive and Independent Member

8- Mr. Khalifa Ali Saad Al Kaabi – Board Member

Mr. Khalifa Ali Saad Al Kaabi is a QGIRCO Board Member representing Ali Bin Saad Al Kaabi Co. Mr. Khalifa has a wide-ranging expertise in corporate and business management and is a holder of a Bachelor’s degree in Business Administration.


Percentage of the Capital : 1%


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9- Mr. Abdallah Ali Saad Al Kaabi – Board Member

Mr. Abdallah Ali Saad Al Kaabi is a QGIRCO Board Member representing North Africa Energy Company. Mr. Abdallah has a broad experience in the sector of Business management and holds a Diploma in Airports Management from the United States of America.




• Mr. Hassan Taha Mohammed – Secretary of the Board

Mr. Hassan Taha Mohammed occupies the position of the Company’s Corporate Legal Advisor and Secretary of the Board. Mr. Hassan holds a university degree in Law and has a broad expertise and knowledge in Law and Corporate Governance for more than twenty years.

Mr. Hassan Taha owns (1,000) Shares in the Company.

SIGNIFICANT SHAREHOLDERS AS OF 31/12/2018

Name

Trust International for Insurance and Reinsurance

Sheikh Nasser Bin Ali Bin Saud Al Thani

Sheikh Ahmed Bin Ali Bin Saud Al Thani

Al Manaa Capital Holding

Al Manaa Capital Real Estate

No. Of Shares

7,468,015

5,518,129

4,375,335

4,375,334

4,375,334

Percentage of Capital

8.53%

6.3%

5%

5%

5%

No.

1

2

3

4

5

THE BOARD’S KEY FUNCTIONS AND TASKS 1- The Board is responsible for managing the Company, setting its key business plans, overall strategies and main goals and to oversee the implementation of the same by the Company’s Executive Management. Without prejudice to the competencies of the General Assembly, the Board shall assume all the powers and authorities necessary for managing the Company and shall fulfill its responsibilities as set out in all the relevant legislations, Governance regulations, Articles of Association and the Company’s Internal Regulations.

2- The Board shall perform its duties in good faith, integrity and seriousness, and its decision shall be based on adequate information from the Executive Management or from any other reliable source.

3- The Board shall ensure providing its Members with a full and prompt access to all information, documents and records related to the Company. The Company’s Management shall provide the Board and its Committees with all the required information and documents.

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Chairman message

Group CEO message

Our group

Our management

Insurance Company

Our Products


Greco

Orientals

Water


Shariaa report


CONTENTS

4- The Board shall establish and adopt the Company’s Management and Organizational structure, policies, strategies and systems, particularly the Company’s Risk and Internal Management Systems and to develop it, while defining responsibilities, functions and duties. Also, the Board shall assume responsibility of the Board Committees formation and to define their respective competencies and tasks.

5- The Board shall design an induction program for newly appointed Board Members, to ensure that they have a proper understanding of the Company’s business operations and full awareness of their responsibilities.

6- The Board shall, at all times, keep its Members informed of the latest developments in Governance and best practices relating thereto. The Board may delegate the same to the Audit Committee or any other party, as it deems appropriate.

7- In accordance with Article (7) of QFMA Governance Code, the Board shall be committed to prohibition of combining positions. The Board Members shall submit an Annual Acknowledgment report to the Secretariat of the Board of Directors, to be kept in the file specified for such a purpose.

8- The Company’s Articles of Association shall encompass clear procedures governing the Board’s responsibilities, authorities and powers, Board’s Membership conditions and dismissal in the event of the Members absence from Board meetings and any other provisions related to the Board. Furthermore, the Board is also assigned all other functions, duties and tasks as stipulated in related regulations and laws.

9- The Board shall prepare an Annual Report that includes evaluation of the Company’s activities, its financial position and future plan.

10- The Board is assigned overall responsibility for the Company’s compliance with laws and relevant regulations, the Company’s Memorandum and Articles of Association. Also, the Board bears responsibility for protecting the Company’s interest from any illegal actions or practices and for the Company’s adherence to the provisions of the Corporate Governance Code and Qatar Central Bank Law and its Executive Instructions for Insurance Companies and to review all relevant legislations and to regularly update the Governance practices.

SECRETARY OF THE BOARD

Mr. Hassan Taha Mohammed – Corporate Legal Advisor – occupies the position of “Secretary of the Board”. Mr. Hassan is a Law graduate with an extensive expertise in this field.

The Secretary of the Board has recorded the Board’s Minutes of Meetings in details and oversaw dispatching and circulation of documentation and information to Board Members in a proper manner and within due course, and has coordinated between Chairman and Members of the Board and between the Board and other Stakeholders in the Company. Furthermore, the Board’s Secretary assumed the responsibility of sending the Board Members Meetings’ invitations with the Agenda enclosed thereto, in advance time, and to record, coordinate and keep all of the Board’s Minutes of Meetings, decisions, records, communications, correspondences, books and reports submitted to and from the Board.

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CHAIRMAN OF THE BOARD

The Chairman of the Board is primarily responsible for the sound management of the Company in order to achieve its interests as well as the interests of its Shareholders. The duties and responsibilities of the Chairman were set out in the Board’s Charter, in addition the Chairman assumes the following tasks:

1- Send invitations and Chair the Board’s meetings and oversee the proper functioning of the Board.

2- Overseeing and approving the Board’s Agenda; providing the Board and the Committee Members with all the relevant accurate information in a timely manner.

3- Ensuring that all listed issues on the Agenda are sufficiently discussed, including the issues raised by Board Members, while prioritizing urgent and significant issues. The Chairman shall be responsible for an adequate and effective discharging of the Board’s duties.

4- Maintaining ongoing communication with the Shareholders and to ensure communicating their opinions to the Board as well as to the relevant Official and Regulatory Authorities.

5- Chairing the Ordinary and Extraordinary General Assembly Meetings of the Company; and presenting the Board’s Annual Report to the General Assembly of Shareholders; and following up on the implementation of General Assembly resolutions and the decisions of the Board; and overseeing the Annual Performance Assessment of the Board.

6- The Chairman shall act as the focal point between the Company’s Board and the Executive Management Committee, in his capacity as the Chairman of such Committee, coordinating between them in order to fully achieve the Company’s objectives, strategy and plans set by the Board.

7- The Chairman of the Board shall not be a Member in any of the Board’s Constituted Committees.

8- The Chairman of the Board shall neither be a Board Member of more than three Public Shareholding Companies, that their headquarters located in Qatar, nor be the Chairman or Vice Chairman for more than two Public Shareholding Companies that their headquarters located in Qatar.

BOARD MEETINGS AND BOARD COMMITTEES’ EVALUATION During the fiscal year 2018, the Board convened (6) six times. The Board’s Minutes of Meetings were documented and recorded detailing the Board’s discussions and deliberations, while at all times observing the provisions of relevant applicable laws and regulations.

The Board Members have dedicated the necessary time to discharge their duties, including preparing for the Board & Committees’ meetings and ensuring its attendance. In terms of the Annual Assessment of its Committees, the Board reviewed and discussed the achievements of its Constituted Committees and the impact and effectiveness of such achievements in attaining the interests of the Company and its Stakeholders. According to the Board’s Assessment of the Committees’ activities and functions, the results of such activities and functions have been included in the Report under review. The Board concluded that its Constituted Committees have fulfilled its assigned duties and responsibilities, both the statutory and/or the regulatory duties. The results of the Committees’ activities during the year fulfilled the Company’s aspirations and objectives and was in alignment with the statutory and regulatory framework. The Board also found out that the Committees should hold more meetings during the fiscal year in order to meet the Company’s business and operational requirements. Below is a detailed schedule of the Board meetings’ dates and attendances during the fiscal year 2018:

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BOARD OF DIRECTORS’ MEETINGS AND ATTENDANCE

BOARD AND EXECUTIVE MANAGEMENT’S REMUNERATION POLICY

Pursuant to Qatar Central Bank’s Circular No. (15/2017) dated 26th July 2017 related to “Rewards and Incentives Principles for all Insurance Companies”, the Nomination and Remuneration Committee, that is constituted by the Board, has developed “The Board’s Remuneration Policy” and “Rewards and Incentives Policy for Employees and Executive Management”, and was subsequently adopted by the Board.

As for the Board’s rewards, the Nomination and Remuneration Committee shall forward its relevant recommendation to the Board for adoption in order to be submitted to Qatar Central Bank and ultimately to the Shareholders, during the Company’s General Assembly scheduled to be held on 15/04/2019, for approval. Such rewards along with the resolutions and outcome of the aforesaid meeting shall be publicly disclosed.While with respect to the Executive Management’s rewards, it shall be determined through mutual coordination between the Nomination and Remuneration Committee and the Board, and shall not be paid unless approved by Qatar Central Bank.


Sheikh Mohammed Bin Ali Bin Saud Al Thani

Sheikh Ali Bin Jassim Bin Mohammed Al Thani

Sheikh Faisal Bin Jassim Bin Mohammed Al Thani

Mr. Hamad Bin Mohammed Hamad Al Manaa

Mr. Rashid Faisal Al Naimi

Mr. Abdul Aziz Bin Mohammed Hamad Al Manaa

Mr. Khalifa Bin Ali Saad Al Kaabi

Mr. Abdallah Bin Ali Saad Al Kaabi

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6

6

6

6

5

5

4

6

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6

Board Members (01/2018)07/01/2018

(02/2018)14/02/2018

(03/2018)25/04/2018

(04/2018)31/07/2018

(05/2018)29/10/2018

(06/2018)12/12/2018

Total Attendance

Total Number of Board Meetings during the year 2018

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11

THE BOARD’S COMMITTEES

Pursuant to its relevant resolution and in accordance with the relevant regulatory requirements, the Board formed three Committees to assist and support it in fulfilling its statutory and regulatory duties and responsibilities and to discharge its duty in managing the Company. Each Committee directly reports to the Board, whereby it was observed that the Chairman of the Board is not a Member in any of these Committees.

1- Nomination and Remuneration Committee

The Nomination and Remuneration Committee has been formed following a Board’s resolution to assist in performing its responsibilities and fulfilling its commitments in relevance to the Corporate Governance and overseeing the Company’s Nomination and Remuneration policies and procedures, enabling the Board to attract high and competent calibre for managing the Company. The Board has ensured that the Committee has access to all the Company’s documents, records and operations and meeting with the Company’s employees, when necessary. Also, it has been observed that the Members of the Committee are Non-Executive and Independent. The Committee has developed its charter, which was adopted by the Board and the General Assembly and published at the Company’s Website, defining the Committee’s competencies and responsibilities. In addition, the Committee shall remain accountable for all the obligations governed by the relevant Laws and regulations.

This Committee comprises of Non-Executive and Independent Members of the Board, as follows:

Duties, Responsibilities and Some of the Committee’s Activities

1- The Committee performed an evaluation of the Board and Executive Management’s performance, concluding that the Board discharged its duties in accordance with the required due diligence and care necessary for the management of the Company, discussed Company’s related issues in good faith and transparency while observing the best interest of the Company and its Shareholders. In the context of the Board’s operations, the Committee pointed out some insignificant issues that require improvement. The Committee considered the Board Meetings Members’ attendance, the Members’ prevalence of the Company’s interest over their own interests, and the time and efforts dedicated for this (With respect to the Executive Management Evaluations, please review page 20 of this report – Clause “Executive Management Evaluation”).

2- Recommending the rewards and remuneration of the Chairman and Members of the Board for the year 2018.

3- Determining, jointly with the Chairman, the Senior Executive Management’s rewards for the year 2017 within the allocated budget thereto, in implementation of the Board’s relevant decision.

4- Submit to the Board an Annual Report of the Committee’s activities, achievements and recommendations.

5- Review work progress of the Departments of the Group / Company and its employees, in coordination with the Executive Management Committee and the Group’s Senior Management, to regulate conduct of business in such departments.

6- Drafting Incentives & Rewards Policy, in accordance with Qatar Central Bank’s Circular (15/2017) dated 26th July 2017, jointly and in coordination with the relevant departments in the Company, taking into consideration the Internal Audit Department’s relevant observations and recommendations.

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3

Name

Mr. Khalifa Ali Saad Al Kaabi


Mr. Abdullah Ali Saad Al Kaabi

Position

Committee Chairman

Committee Member

Committee Member

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2- Audit Committee:

The Audit Committee was formed, pursuant to a Board’s decision, to assist the Board in overseeing the implementation of its statutory and regulatory responsibilities and duties related to Governance, Internal Controls, and to supervise the Company’s Internal and External Auditing as well as the Company’s procedures to ensure compliance with the statutory requirements and relevant rules and regulations. One of the key responsibilities of the Committee is to ensure implementation of the Company’s Accounting, Financial and Audit Systems in accordance with the best practices and procedures. The Committee has been assigned the power to initiate investigations or allow the investigations in relevance to any matter falling within its scope of responsibility. The pre-requisites for each Member of the Committee was observed upon formation, provided that the majority of the Members are independent and that its Chairman is not a Member of any other Committee. The Committee developed its charter that was adopted by the Board, defining the Committee’s competencies and responsibilities. In addition, the Committee shall remain accountable for all the commitments governed by the relevant Laws and regulations.

The Audit Committee also reviews the Internal Audit Charter, Policies and Procedures of the Internal Audit Department on an annual basis to ensure its alignment with the best applicable standards and practices of Internal and External Auditing.

This Committee comprises of the following Non-Executive and Independent Members of the Board:

During the year 2018, the Committee convened (7) Seven times, as per the following detailed schedule:

NOMINATION & REMUNERATION COMMITTEE MEETINGS AND ATTENDANCE




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7

7

7

Committee Members(01/2018)

07/02/2018(02/2018)

23/04/2018(03/2018)

24/04/2018(04/2018)

02/05/2018(05/2018)

14/05/2018(06/2018)

24/07/2018(07/2018)

11/12/2018Total

Attendance

Total Number of Nomination & Remuneration Committee Meetings during the year 2018 7

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3

Name




Position

Committee Chairman

Committee Member

Committee Member

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1- To establish engagement bases for External Auditors’ appointment and issue the necessary recommendation to the Board concerning such an appointment.

2- To oversee and ensure the independence of the External Auditors’ functions, discuss their reports and observations on the Company’s financial statements and to follow it up.

3- To verify the accuracy of the financial statements and the quarterly, semi-annual and Annual Reports, to ensure they are developed in accordance with the International Accounting and Disclosure standards and principles.

4- To review and develop the effectiveness of the Company’s Internal and Financial Control Systems, Reports and procedures, business systems and conflicts of interest, and to discuss the relevant reports and provide the necessary decisions to that effect.

5- To deliberate with the Company’s Executive Management any observations made by the Internal Audit Department and the External Auditors and investigate any violations of the Internal Control Systems.

6- To define the Internal Control Department’s functions, competencies, and action plans and to adopt the Internal Auditing Management Annual Plan.

7- To ensure the accuracy of the financial information and reports presented in the Annual General Assembly Meeting.8- To oversee all the tasks and functions of the Internal Audit Department.

9- To report the Committee’s activities regularly to the Board.

10- To comply with the applicable regulatory and statutory laws in Qatar.

11- To consider any matters referred to it by the Board.

12- To submit an Annual Report to the Board, including the Committee’s activities and recommendations.

13- During the year 2018, the Committee held many meetings with the Internal Audit Department to review and approve the presented Audit Reports in accordance with the adopted plan. The Committee deliberated the significant observations and Audit related recommendations set out in such reports, as well as the respective corrective measures taken by the Management.

14- The Committee met with the External Auditors, at different times during the year, to discuss the significant Audit findings with respect to the effectiveness and efficiency of the Company’s Internal Controls.

15- The Committee submitted its recommendations to the Board concerning the following:

• The financial statements of Qatar General Insurance and Reinsurance Company and its Subsidiaries as at 31/12/2017, that were prepared in accordance with the International Financial Reporting Standards, to accurately reflect the Company’s financial position, in order to be adopted by the Board.

• Appointment of the Company’s External Auditor for the financial year 2018.

16- The Committee agreed to reinforce the technical team at the Internal Audit Department by approving to increase the number of staffs therein. Liaison with the competent departments was done in order to take the necessary actions for such appointments.

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3- Risk Management Committee

The Risk Management Committee was established by a Board resolution, in accordance with the Insurance Companies Governance principles and the Executive Instructions issued by Qatar Central Bank, to assist the Board in discharging its duties and responsibilities in relation to identifying, evaluating, managing and following up all the risks encountered by the Company such as, the Operational Risks, Insurance Risks, Credit Risks, Budget Risks and Market-Based Risks, etc., that may negatively affect the Company’s Assets and liabilities, Shareholders’ Equity and generally the operations of the Company. The Board ensured the independence and objectivity of the Risk Management Committee. It was observed during the composition of the Committee, to have the majority of its Members as Non-Executive and Independent Members. Furthermore, due care was given that the Chairman of this Committee shall not be the Chairman of any other Committees constituted by the Board. The Committee prepared its Charter and was adopted by the Board. This Charter sets forth the Committee’s competencies and responsibilities. In addition, the Committee shall remain accountable for all the commitments governed by the relevant Laws and regulations.

Although the Committee relies on the Internal Risk Management functions to fulfil its responsibilities effectively and efficiently, nevertheless, the Committee may engage the services of External Experts to provide advice and counsel on risk related issues, if deemed necessary.

This Committee comprises of the following Non-Executive and Independent Members of the Board:

During the year 2018, the Committee convened (6) six times, as per the following detailed schedule:

AUDIT COMMITTEE MEETINGS AND ATTENDANCE




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6

6

6


06/02/2018(02/2018)

07/02/2018(03/2018)

23/04/2018(04/2018)

24/07/2018(05/2018)

29/07/2018(06/2018)

24/10/2018Total

Attendance

Total Number of Audit Committee Meetings during the year 2018 6

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Name




Position

Committee Chairman

Committee Member

Committee Member

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1- Review, deliberate and adopt the Company’s Financial and Operational Risk Management Policies and Procedures, ensuring that policies are in place to manage all sorts of risks encountered by the Company, and to verify the alignment of such policies with the applicable statutory requirements and the adequacy of the Internal Controls and Risk Management.

2- Assess and develop the Company’s Risk Management practices, in line with business requirements, ensuring that the Company takes adequate measures to achieve balance between risks and proceeds in the operational processes.

3- Analyse and make recommendations to the Board, for proper decision-making, with respect to various identified business risks and its potential impact on the Company’s reputation and financial position.

4- Oversee the functions of the Risk Management Department in the Company.

5- Review the work of the Independent Actuary with respect to the Financial Condition Report, presented to Qatar Central Bank, that includes Actuary’s opinion with respect to the financial performance of the Company, risk assessment policy, technical reserves, and insurance premiums. The Independent Actuary is the party being approved by Qatar Central Bank to submit such a detailed report annually.

6- Promote risk awareness culture across the Group.

7- Notify the Board of any matters, within its scope of responsibility, that may require an action or improvement.

8- The Committee shall report to the Board any risk related issues periodically or when deemed necessary, for areas that require an action or improvement and make recommendations. In addition, the Committee submits to the Board a report about its activities at least once a year.

9- To advise the Board with respect to Business Continuity Plan across the Group.

10- The Committee shall review its Charter and the Risk Management Department Policies & Procedures annually, to align with the applicable rules and regulations and the best international practices.

During the year 2018, the Committee convened (5) five times, as per the following detailed schedule:

AUDIT COMMITTEE MEETINGS AND ATTENDANCE




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5

5

5


07/02/2018(02/2018)

23/04/2018(03/2018)

24/04/2018(04/2018)

29/07/2018(05/2018)

24/10/2018Total

Attendance

Total Number of Risk Management Committee Meetings during the year 2018 5

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Position

Chairman of the Committee

Committee Member (Group CEO)

Committee Member (Insurance & Investments Operations CEO)

Committee Member (Deputy CEO - Investments)

REMUNERATION OF BOARD’S CONSTITUTED COMMITTEES

Each Member in the Board’s constituted Committees is paid an attendance fees of QR/10,000/ (Ten Thousand Qatari Riyals) for every Committee meeting. Committees’ Members are paid in such capacity, provided that the total amount paid shall not exceed the limit defined by Qatar Central Bank.

SEGREGATION OF AUTHORITIES

There is a clear segregation of responsibilities and functions in the Company, such as separating the authorities of the Chairman of the Board and the Group Chief Executive Officer and complying with the requirements of Article (7) of the Governance Code issued by QFMA and the Governance for Insurance Companies issued by Qatar Central Bank related to prohibition of Combining positions. It is noteworthy to point out that the Chairman of the Board acts in the capacity of Managing Director and the Head of Executive Management Committee in the Company. In this respect, Qatar Central Bank issued a no-objection towards combining the Chairman and the Head of the Executive Management Committee positions, provided that the voting rights of Sheikh Nasser Bin Ali Al Thani are limited to any decisions other than insurance and reinsurance operations, without restriction to other activities and issues of the Group. In this regard, the Chairman receives a compensation in addition to his annual bonus as the Chairman of the Board of Directors. The responsibilities and duties assigned to Sheikh Nasser has been set out under the aforementioned item of “Responsibilities of the Chairman of the Board”.

During the year 2018, an insignificant compensation in addition to the annual bonus was made to Sheikh Mohammed Bin Ali Bin Saud Al Thani in his capacity as the Vice Chairman.The Managing Director acts as a liaison between the Board and the Executive Management in communicating, supervising and ensuring the appropriate implementation of Board approved strategies, besides to deliberating the plans and strategies presented by the Executive Management and providing guidance accordingly.

The position of Group Chief Executive Officer is held by Mr. Ghazi Abu Nahl, who is responsible for the day-to-day executive management of the Group’s business. Mr. Ghazi Abu Nahl is accountable before the Board with respect to the implementation of the Board’s resolutions and execution of the adopted business strategy in line with the objectives set by the Board, and for overseeing and monitoring all the Company’s divisions and departments.

EXECUTIVE MANAGEMENT COMMITTEE

The Executive Management Committee (a Non-Board Committee) comprises of the following Members:

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4

Name


Mr. Ghazi Abu Nahl

Mr. Jamal Abu Nahl

Mr. Abdallah Barrage

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TASKS AND RESPONSIBILITIES OF THE EXECUTIVE MANAGEMENT COMMITTEE

1. Monitor the Company’s overall performance across its various divisions and departments, execute business plans and strategies, implement the Board’s resolutions in collaboration with the respective Departments’ Managers and present pertinent reports to the Board. 2. Oversee and ensure implementation of the Board’s decisions.3. Assist the Board in the development and evaluation of the Company’s strategy and business plans. 4. Assist the Board in the preparation and adoption of the Estimated Budget for the Company and its Subsidiaries.5. Assist the Board of Directors in managing the Company’s Investment Portfolio.

The Committee discharges its duties in accordance with its adopted Charter by the Board.

SENIOR EXECUTIVE MANAGEMENT

The Senior Executive Management team oversees the Company’s business and implementation of the Board’s established strategies and short & long objectives. This team comprises of highly qualified Members with wide-ranging vast expertise, thereby having a positive impact on the Company’s performance and activities.The Executive Management team in the Company comprises of:

• Group Chief Executive OfficerMr. Ghazi Abu Nahl serves as the Group Chief Executive Officer. Mr. Ghazi has a wide expertise in various fields of more than 50 years since 1960, ranging from Insurance & Reinsurance sector, Insurance Brokerage business, Banking and Real estate services, among others. Mr. Ghazi Abu Nahl received the Federation of Afro-Asian Insurers and Reinsurers (FAIR) Hall of Fame Award in recognition of his invaluable services to the insurance industry in MENA region. Mr. Ghazi was previously the Chairman of World Trade Centers Association – New York for ten years and named an Honorary Chairman and is currently a Board Member in this association. Also, Mr. Ghazi is a Member of Lloyds of London Insurance for more than 40 years.

Mr. Ghazi Abu Nahl owns /840,400/ shares in the Company, as of 31/12/2018. • Chief Executive Officer – Insurance & InvestmentsMr. Jamal Abu Nahl serves as the Chief Executive Officer for Insurance and Investments’ Operations. Mr. Jamal has a wide-ranging expertise exceeding thirty years in Insurance Business and Investments.

Mr. Jamal Abu Nahl owns /1,193,258/ shares in the Company, as of 31/12/2018.

• Deputy Chief Executive Officer – InvestmentMr. Abdallah Barrage joined the Company in 2004 in the position of Treasury and Portfolio Manager and later acting as Deputy Chief Executive Officer for Investment. Mr. Abdallah holds a Bachelor’s degree from American University of Beirut and a Master’s degree in Economics from KENT University in the United States. Mr. Abdallah worked in the gulf region for more than thirty-six years. Mr. Barrage is a veteran of the highest caliber in the areas of Management, Financial analysis, planning and investment, in addition to his previous experience as a Key Partner in “The Interface Financial Group” in Canada before him joining the Management of Ahli Bank in Qatar by late nineties where he headed the Treasury and Investment Department.

Mr. Abdallah Barrage didn’t own any Company shares as of 31/12/2018.

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• Group Legal ManagerMr. Georges Wakim serves as the Group’s Legal Manager, Official Spokesman of the Group pursuant to a Board’s decision and Main Contact Person before all regulating bodies. Mr. Georges has a solid wide-ranging expertise in overseeing the implementation of best Governance practices towards reinforcing the culture of transparency and disclosure in the Group. He is an MBA graduate and a lawyer Member of the Beirut Bar Association and a Certified Member of the Chartered Insurance Institute in the United Kingdom.

Mr. Georges Wakim owns /100/ shares in the Company, as of 31/12/2018.

• Group Deputy Chief Financial Officer / Acting Chief Financial OfficerMrs. Deepa Chandrashekar serves as the Acting Chief Financial Officer of the Group, with an experience exceeding twenty-three years in Finance and Accounting fields. Mrs. Deepa has a diversified experience in many areas and sectors, such as Oil & Gas and Insurance, among others. Also, Mrs. Deepa is a Fellow Member in the Associate of Chartered Certified Accountants in the United Kingdom and in the Canadian Institute of Chartered Accountants.

Mrs. Deepa Chandrashekar didn’t own any Company shares as of 31/12/2018.

• Acting Head of Internal AuditMr. Ramesh Kini holds the position of Acting Head of Internal Audit Department. He joined the Company in 2007, with a diversified expertise in the Internal Audit field. Mr. Ramesh worked previously for KPMG (Bahrain), and is a Certified Accountant and Internal Auditor in India. Also, he is a Certified Financial Services and IT systems Auditor in the United States.

Mr. Ramesh Kini didn’t own any Company shares as of 31/12/2018.

• Head of Risk Management and Principal ActuaryMr. Christos Patsallidas acts as the Head of Risk Management and Principal Actuary with an experience of more than twenty-four years in Insurance. Mr. Christos worked previously as an Actuarial Consultant and Manager for Insurance & Actuarial Services in Cyprus. He holds a Master’s in Insurance Actuarial Science. Mr. Christos Patsallidas is the Company’s QCB approved Principal Actuary.

Mr. Christos Patsallidas didn’t own any Company shares as of 31/12/2018.

• Head of ComplianceMr. Masood Khan acts as the Head of Compliance Department. He joined the Company in 2010 and holds a degree in Commerce. Mr. Masood possess a wide-ranging experience exceeding thirty-four years in Commercial Banking Services , serving as the Compliance Manager and Money-Laundry Reporting Officer at Assets Management Company licensed by Qatar Financial Center.

Mr. Masood Khan didn’t own any Company shares as of 31/12/2018.

• Deputy Chief Executive Officer – InsuranceMr. Maurizio Callouti serves as the Deputy Chief Executive Officer for Insurance. He joined the Company in 2013. Mr. Maurizio has a vast expertise of more than thirty years in Insurance. Also, Mr. Maurizio worked previously for remarkable Insurance Companies in Italy and United Kingdom.

Mr. Maurizio Callouti didn’t own any Company shares as of 31/12/2018.

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The Senior Executive Management has discharged its duty with respect to the Company’s Internal Controls and acted upon the recommendations and/or updates presented to it by the Internal Auditor, Actuary, Risk and Compliance Departments. Also, it is noteworthy to point out that, during the fiscal year under review, no substantial complaints, grievances or claims were recorded.

During the fiscal year 2018, the Senior Executive Management succeeded to achieve good results, as set forth in the Annual Financial Statements for the year 2018. The Senior Executive Management laid emphasis on combating Money Laundering and Terrorism Financing, starting from itself and mainstreaming to all staff, by reinforcing strict implementation of relevant laws and regulating instructions. Moreover, the Senior Executive Management invested considerable efforts towards combating cyber-attacks and financial crimes through establishing a specialized task force from Information Technology Department for such a purpose.

SENIOR EXECUTIVE MANAGEMENT EVALUATION

The Nomination and Remuneration Committee conducted an evaluation of the Company’s Senior Executive Management performance, pursuant to the General Assembly’s mandate in the Committee’s Charter. The Committee concluded that the Senior Executive Management has delivered an acceptable performance in line with the key business indicators. Such an evaluation process was based on financial and non-financial parameters.

THE ORGANIZATIONAL STRUCTURE OF THE COMPANY:

Aiming to achieve an ongoing development of the Company’s performance and seeking to ensure that all strategies and future action plans are implemented, the Board has adopted the Company’s Organization Structure that includes all the departments, divisions and subsidiaries. The Company’s amended organisational structure, under which the Company’s Management structure is reorganized, adopted by the Board to include four major business sectors: 1. Insurance Businesses; 2. Real Estate Investment Sector; 3. Investment Businesses; 4. Support Services.

The Company’s Investment operations are directly managed by a Holding Investment Company, Qatar General Holding, which is wholly owned by Qatar General Insurance and Reinsurance Co. The Board shall update the Company’s organisational structure when and as required.

Emphasis of the amended Organizational Structure was placed on consolidating certain support administrative services (Finance, Human Resources and Information Technology), in order to better serve the needs of the Company and its subsidiaries, ensuring an effective optimum use of technical and human resources, thus reducing Operational costs and developing Customer Service by the creation of new departments and Business lines (Strategic Planning and Business Development), aiming to increase the Company’s competitiveness, satisfy existing clients and bring on board new clients. Another goal is to actively implement the Company’s Governance System by establishing the Risk Management, Compliance and Customer Complaint functions, in addition to strengthening the vocational skills in the Internal Audit Department.

HUMAN RESOURCES

The Company’s employees are regarded as its most valuable asset, from which it derives its strength and good reputation. Driven by this, the Company actively works towards developing human resources, by recruiting Qataris and promoting training for all the Company’s employees.

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SUCCESSION PLANNING

The Nomination and Remuneration Committee oversees the project of establishing a Succession Plan, pursuant to the Board’s relevant delegation, to ensure proper Management of the Company in the event of a vacancy in Senior or key positions (development of this project has been completed and shall be adopted by the Board in the first quarter of 2019). The Executive Management in the Company shall implement the Succession Planning that involves selecting, training and developing the most distinguished management competencies, preparing them for Senior Management positions in the Company. This is to ensure a smooth and professional transfer of powers and key management functions within the Company with a minimal negative impact on the Company’s business and activities in the event of resignation or termination of key and high calibre individuals in the Company.

This plan shall address identifying Deputies for the majority of Heads of Departments, and prioritising Promotions following an assessment of the required competencies and management skills for staff to be able to assume functional and managerial responsibilities and to hold higher positions.

INTERNAL CONTROL

As the Board is fully aware of the significance of the Internal Controls Systems across all the Company’s operational areas, it has adopted the Internal Controls System which was developed by the Internal Audit Committee, that includes the Internal Regulatory Policies, Rules and Procedures covering all the Company’s departments and divisions in accordance with the Corporate Governance Framework adopted by the Company.

The Internal Control system provided the Supervisory and Regulatory environment necessary for managing the Company and monitoring its performance efficiently and in accordance with the policies and controls established by the Board. It also sets clear and distinctive boundaries as to the functional responsibilities and authorities within the Company at all levels, as well as accountability in case of any irregularity, vulnerability or default.

The responsibility for implementing an effective Internal Controls System, at the Corporate level, is the direct liability of each employee. The Internal Controls System provides a satisfactory, but not absolute, assurance to Shareholders and the Board as to protecting the Company’s assets, the validity and accuracy of its financial position and performance, and detecting fraud, errors or violations of the Company’s Financial and Administrative Policies and Systems. The Board of Directors shall be primarily responsible for developing and overseeing the Internal Controls System, delegating the Company’s Executive Management with the responsibilities and power necessary for effective implementation of such Internal Control Procedures across all Departments, Sections and activities of the Company and reporting periodically to the Board in case of violations or breaches.

The Company’s Internal Controls System relies on the financial and administrative authority matrix that defines the authority levels for the Board and Executive Management for decision making with respect to the administrative, financial and investment decisions, as well as the adopted Policies and applicable procedures in all Departments within the Company, that was approved by the Board. Besides, the Internal Audit, Risk Management, Actuary and Compliance functions, in addition to the External Auditor, represent the core pillars of the Company’s Control System, and are responsible for monitoring its implementation and compliance with the Company’s Policies and applicable procedures, detecting and directly reporting to the Board any violations, and proposing means to address it.

The Audit Committee, on behalf of the Board, carries out a periodic review of the Internal Control System, evaluating the Internal Policies and Procedures through the Audits and reviews conducted by the Internal and External Auditors, and submit reports to the Board on the efficiency of the Company’s Internal Controls System, making recommendations for improving and actively implementing these systems. In addition, the Committee ensures the implementation of the Executive Management of such Internal Policies and Procedures.

This being the Company’s first year of ICOFR reporting in accordance with the Governance System, the Company is conducting a formal evaluation of the adequacy of the design of ICOFR System. This report shall include an assessment of the Control environment design, aside from the Individual Controls constituting the ICOFR, while considering the following:

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- Potential existence of errors in the Financial Statements, while considering the substantial material factors and the possibility of such misstatements.- Viability of failure for defined controls, taking into account factors such as automation level, complexity, risk of overstepping management authorities, staff competency and the decision required.

During 2018, no violations or failures in the implementation of the Internal Controls System within the Company were recorded, that would have a significant impact on the Company’s financial and management performance.

INTERNAL AUDIT DEPARTMENT In accordance with the Internal Controls System, an independent Audit department was established consisting of three employees performing the department’s assigned functions and empowered to access all departments and divisions in the Company in order to ensure it is carrying out its functions and activities. The Internal Audit function shall be reinforced by recruiting more staff therein. Mr. Ramesh Kini currently serves as the Acting Head of Internal Audit Department. The department regularly reports its activities and recommendations to the Audit Committee, including:

1- Violations’ Report with the proposed corrective measures for eliminating the underlying reasons (no significant violations affecting the Company’s operations were reported during 2018).

2- Review of the Company’s performance related to Financial Market disclosures (Qatar Stock Exchange and Competent Authorities).

3- Reports of the Company’s associated risks, following due coordination with risk Management Department and Risk Management Committee, when necessary.

4- Reports related to any shortcomings in the implementation of Policies and Procedures by the Company’s departments and divisions.

5- Auditing the Company’s departments and subsidiaries and reporting any shortcomings or violations, if existing. No shortcomings or violations affecting the Company’s operations, during the fiscal year under review, was reported.

EXTERNAL AUDITOR In accordance with the applicable laws and regulations, the Company’s General Assembly shall appoint an External Auditor for one financial year, pursuant to a recommendation submitted by the Board’s Audit Committee. The External Auditor shall carry out an external and independent audit on an annual basis and a review on a quarterly and semi-annual basis of the financial statements. He shall submit his report on the financial position and performance of the Company, and his opinion on the consolidated financial statements prepared by the Company’s Management and present it to the Ordinary General Shareholders Assembly at their Annual Meeting. Besides, he shall also respond to any enquiries by Shareholders. The remuneration fees of the External Auditor shall be determined by the General Assembly.

M/s Rodl & Partner was appointed as the Company’s External Auditor for the financial year 2018 at the Ordinary General Assembly Meeting of Shareholders held on 12th March 2018. This is Rodl’s second year with the Company as an External Auditor. The Company shall comply with the relevant rules and regulations stipulating that the External Auditor shall be changed in accordance with the relevant regulations and legislations.

During the year, the Company didn’t engage the External Auditor in any professional advice or any related services, apart from performing a study related to liquidating the Company’s Branch in Dubai and carrying out an Audit on the Company’s compliance with AML & CFT rules and regulations and implementation of Corporate Governance Rules.

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RISK MANAGEMENT The main objective of the Risk Management function in the Company is to safeguard the Company and its Shareholders from events that could impede the Company from achieving its objectives and sustainability. The Company’s Management is aware of the utmost importance of sustaining an effective Risk Management system.

The Company manages risks in accordance with its Risk Management Framework. The Risk Management Department comprises of a competent and specialized team, that periodically reviews and monitors the Group’s exposure to the major risks and subsequently notifying the decision-makers in the Company of any associated warnings and related information, if existing. The Risk Management Department reports to the Risk Management Committee on a quarterly basis (or more). The Risk Management Committee regularly reports to the Board the Company’s exposure to risks and potential risks, as well. The Company documented its methodology and commitment in identifying, recording, evaluating, overseeing, controlling and reporting risks under its adopted Risk Management Policy. The Risk Management Department established technical procedures, including such procedures related to the identification, evaluation, oversight, control and reporting of material risks. Furthermore, the Company has an Internal Control Framework that serves as an Independent Safeguard to the Company’s Stakeholders’ with appropriate controls, related to the Group’s exposure to material risks, in place.

Accepting and managing risks is an integral part of the Company’s business in the Insurance industry. However, Risk Management in this context indicates the financial and operational risks inherent in the Company’s business, which are generally faced by companies as a result of carrying out their businesses and investment activities.

The procedures for identifying, evaluating and managing risks in the Company are summarised in developing and updating the Risk Register, which has been adopted by the Board to document the Company’s appetite and ability to accept various financial and operational risks. It is used as a guide when assessing the Company’s Risk Management and eventually identifying the various risks faced by the Company throughout its activities and operations. This is done in coordination with the various departments and divisions.

The Risk Management Department classifies and prioritises the management of various risks according to their impact on the Company’s activities and the integrity of its financial position. This is done by developing and maintaining a Risk Register, that is used to monitor the risks identified throughout all the Company’s activities and the measures taken by the Board and the Executive Management to manage such risks, whether by completely eliminating their root causes and effects, mitigating their impacts or accepting such risks as a natural result of the Company’s business.

The Risk Management Committee periodically reviews and evaluates the Company’s Risk Management practices and monitors its main Risk Register and the effectiveness of the measures taken to manage and contain these risks by the Company’s Senior Executive Management, submitting the appropriate recommendations to the Board in this regard, and intervening in situations that require swift and effective action by the Board.

Following are the key business risks:

Financial Risks

1. Market risks: These include, in the Investment Industry, the fluctuation of Financial markets, the prices of stocks, bonds and other securities, interest rates, and currency exchange rates. In the insurance industry, market risks are the availability of reinsurance opportunities and fluctuations in insurance premiums resulting from the occurrence of insurance risks, such as earthquakes, floods, disorders, wars, etc. The Company has managed these risks and minimised the opportunities of their occurrence or mitigated the extent of their impact on the Company by developing and implementing the Insurance Underwriting Policy and the Investment Asset Allocation Policy.

2. Liquidity risks: These are the unavailability of the necessary liquidity and cash flows to meet the short-term business requirements and financial obligations. In this regard, the Finance Department develops periodical reports showing the liquidity needs of the Company, based on which sufficient financial resources are maintained or banking facilities obtained for short-term shortfalls.

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3. Credit risks: These result from the inability of the second party to fulfil his contractual obligations. In the Insurance business, these include the ability of Reinsurers and the owners of the insurance premiums to meet their contractual financial obligations towards the Company. These risks are addressed by reviewing the Reinsurer’s Credit Rating and complying with the credit policy followed by the Company for providing payment facilities to clients. As for investment operations, credit risks consist mainly of the credit rating of the Company’s securities or the company issuing these securities. These risks are mitigated by the policy of investingin securities with good credit ratings and monitoring any changes to the credit ratings of invested securities.

4. Operational risks: These include errors by employees or information systems in performing the required business correctly, the risks resulting from non-compliance with regulatory and statutory requirements, and the risks resulting from damage to the Company’s reputation and its ability to perform its activities effectively. Opportunities for these risks being materialised are minimised, addressed and dealt with by the effective implementation of the Company’s Internal Control systems.

5. Reinsurance risks: In order to minimise the potential financial exposure that could result from large claims, the Company enters into contracts with third parties for reinsurance purposes. Reinsurance documents are prepared in accordance with the applicable laws and legislations.

6. Group risks: These include the impact of the risks of any subsidiary on the other Group Companies. The Risk Management Department currently comprises of four employees discharging the department’s functions. Mr. Christos Patsallidas, as the Principal Actuary approved by QCB and Head of Risk Management Department, oversees the processing of the department’s functions.

RATING

During 2018, the Company maintained its strong financial rating. On 6th February 2019, “AM Best” Agency, the global Credit Rating Agency specialized in rating Insurance Companies, has reaffirmed the Company’s Financial Strength Rating (FSR) of “A-“ (Excellent) and the Long-Term Issuer Credit Rating (Long-Term ICR) of “a-“ with a stable outlook for both ratings, thus reflecting the Company’s healthy balance sheet, aside from its vigorous operational performance and adequate corporate risk management. On top of that, such a rating recognizes QGIRCO’s highest level of risk-adjusted capitalization that is reinforced by high levels of liquidity, low premium leverage and a largely well-rated reinsurance panel.

COMPLIANCE DEPARTMENT

The Board, mindful of the significant role played by the Compliance Officer in completing the components of the Company’s Internal Controls system and Money Laundering and Financing of Terrorism risks, the Company has established an independent Compliance Department, under the direct oversight of the Board, responsible for the Company’s compliance with all the rules, regulations and statutory requirements governing the Company, in addition to developing Policies and Procedures to combat Money Laundering and Financing of Terrorism and compliance policies, in order to ensure strict adherence to the applicable laws, regulations and standards.

The Department oversees the implementation of the general statutory and regulatory compliance framework and addresses the regulatory risks that the Company might encounter, in addition to the Corporate Governance Code for Companies regulated by QFMA and QCB. Also, it reports in details, semi-annually, the Company’s compliance with all the relevant laws and regulations, Code of Conduct, Corporate Governance Code and any irregularities if found.

The Compliance Department comprises of three employees and is headed by Mr. Masood Khan, who is highly qualified with a wide-ranging expertise in this field. During the financial year ended 31st December 2018, the Department presented its recommendations, with respect to certain statutory amendments or updates, to the relevant departments seeking to achieve full compliance with the evolving requirements.

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RELATED PARTIES TRANSACTIONS

The Company has developed and established a Policy pertaining to Related Parties Transactions. This Policy was adopted by the General Assembly in its meeting held on 12/03/2018.

The Company applies such a Policy in all its dealings and transactions in order to secure the utmost level of transparency and disclosure. Pursuant to the Internal Controls system, such transactions are periodically reviewed to ensure compliance with the Company’s Policy.

The Related Parties Transactions Policy is established in accordance with all the relevant definitions, as stipulated in the Corporate Governance Code, rules and regulations, Qatar Central Bank’s Law, and the Commercial Companies Law, governing the Company’s entering into any commercial or financial transaction with a Related Party.

It’s the Company’s Policy that such dealings and transactions with Related Parties are conducted only on a commercial basis and in accordance with the market-price, offering equal chances between the Related Party and other competitors under the same terms and conditions, in order to achieve the interest of the Company in the first place. This Policy is based on disclosure and transparency principles in dealing with Related Parties, where the Company must disclose such dealings and transactions in the Company’s Annual Report, the Governance Report and in the Interim and Annual Consolidated Financial Statements, besides to directly communicating these transactions to the Shareholders at the General Assembly Meeting.

In the event of conflict of interest issues or transacting with Related Parties, either between the Company and any of its Board Members or any other Related party, it’s the Company’s policy to deliberate such an issue in a Board meeting and to vote upon it for adoption in the absence of the concerned Member, who shall not be entitled neither to participate or to vote in this meeting, nor to approve his own transaction.

Over the years, the Company presented all its conducted Related Parties’ Transactions to the Board as well as to the Shareholders at the Company’s General Assembly Meeting.

The Internal Audit Department and the Board’s Audit Committee closely consider with utmost importance and care, the oversight of Related Parties’ transactions to ensure its compliance with the Company’s Policy, and that such transactions are properly disclosed and reviewed by the External Auditor in a clear and complete manner.

All transactions with Related Parties inside Qatar, such as Al-Sari Trading Company, North Africa Energy Company, C Vision for Trading W.L.L., Mohammed Hamad Al Manaa Group of Companies, Al Ahli Bank, Falcon Ready Mix Company, as well as transactions with Related Parties outside Qatar with Group of Nest Investment (Holding) Limited, and Oman Reinsurance Company that provides technical support to the Company in terms of Insurance & Reinsurance particularly in relevance to the administration of Reinsurance Agreements or Treaties, are being conducted with full transparency to achieve the Company’s interest. It is to be pointed out that such transactions are disclosed in the Consolidated Financial Statements of the Company under “Related Parties Disclosures”, and are reported to the Company’s Board and the General Assembly of Shareholders for approval.

Pursuant to the provisions of Article (26) of the Governance Code issued by QFMA, a report has been developed reflecting in details all the transactions and dealings conducted by the Company with a Related Party, and shall be made available at the Secretariat of the Board of Directors for the Shareholders’ review, one week prior to the General Assembly convention.

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DISCLOSURE

The Company is fully committed to all the disclosure requirements set forth in the Corporate Governance Code for Companies and Legal Entities Listed on the Main Market regulated by the Qatar Financial Markets Authority (QFMA) and by implementing QCB’s Executive Instructions for Insurance Companies. The Board is responsible for disclosing the required disclosures in a complete and accurate manner. The information included in such disclosures shall be true and sufficient, ensuring fairness by providing the information on a timely basis.

DISCLOSURE REQUIREMENTS / INSIDER TRADING

1- Disclose in details all the transactions with Related Parties. 2- Prepare the Company’s financial reports in accordance with IAS/IFRS.3- Disclose the Board Members’ trading in the Company’s shares and other financial instruments, and the Company’s relevant policy and procedures that govern trading by Board Members, Senior Executive Management and Employees.4- Disclose the number of shares owned by Board Members, Senior Executive Management and Significant Shareholders of the Company.5- Disclose the information relating to the curriculum vitae of Board Members, including their Educational Qualifications, Experience and Board Memberships of other companies.6- Disclose the Board’s Constituted Committees and the names and qualifications of its Members to the requesting Competent Authorities.7- The Company periodically provides QFMA with an Insiders’ List. 8- Any other requirements in accordance with the regulating Laws and legislations.

The Company prepares its Annual Financial Reports according to the International Financial Reporting Standards and publishes it with the External Auditors’ Report in the Company’s Annual Report, that shall be distributed to the Shareholders at the General Assembly, in addition to publishing them in the local newspapers, Qatar Stock Exchange and the Company’s Website.

The Company, represented by its Board of Directors and Senior Executive Management and Insiders, shall strictly comply with the prohibition periods for trading in the Company’s securities, as follows:

- The period extending from the date of calling upon the Board to convene for discussing the annual and semi-annual financial statements, until the date of convening the Board and making a decision about these statements and publication of such a decision to the public, provided that the period between these two dates shall not be less than fifteen days, and the Company shall notify beforehand the Market of these two dates. The Board Members shall not be permitted to peruse the Company’s Financial Statements within this period before more than three days from the date of the said Board meeting.

- One Week before the expiry of the quarterly period, and until the announcement of that quarterly Financial Statements. And in the event of convening the Board for discussing the quarterly Financial Statements, the period extending from the date of invitation to convene the Board and until the actual convention of the Board.

During 2018, the Company carried out (24) twenty-four instant disclosures to Qatar Stock Exchange, Qatar Financial Markets Authority and Qatar Central Bank, besides to publication in the local newspapers and the Company’s Website.The Company established a set of clear rules and procedures aiming to regulate the trading of Board Members, Senior Executive Management and Insiders. Such rules and regulations were adopted by the Board in its meeting held on 28/01/2019.

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SHAREHOLDERS’ RIGHTS

The Company’s paid up share capital is QR /875,067,030/ (Eight Hundred Seventy-Five Million, Sixty-Seven Thousand and Thirty Qatari Riyals), divided into /87,506,703/ ordinary shares, the nominal value of each share is QR 10. The Company did not issue any preferred shares, bonds or other securities other than the ordinary shares issued to the Company’s Ordinary Shareholders. The details of the capital structure are clearly disclosed in the Annual Report of the Company.

The Company’s Ordinary Shareholders enjoy all the rights granted to them under the Commercial Companies Law and the Company’s Memorandum and Articles of Association, as well as in accordance with the Corporate Governance Codes issued by QFMA and QCB, including equal rights to vote on the election of Board Members, the approval of annual financial statements, the appointment of the External Auditors and the approval of any amendments to the Company’s capital structure on the basis of cumulative voting principle, in alignment with the applicable laws and legislations. Shareholders may vote in person or by delegating another Shareholder to vote on their behalf by proxy (Board Members should not be delegated). The Company respects the rights of all Shareholders, in order to ensure fairness and equality to all Shareholders.

The Company’s Shareholders have the right to attend the General Assembly Meetings and vote on its decisions. Shareholders may challenge any decision deemed to be issued in favor of a specific group.

The Company maintains a special Shareholders’ Register indicating their names and shareholding that is received from the Depository Authority on a monthly basis. Shareholders have the right to access this Register free of charge.

The Company informs Shareholders at the General Assembly Meeting that copies of the Shareholders’ Register, the Memorandum and Articles of Association, information about transactions with Related Parties, information of candidates for Board Membership prior to election, and any other information that can be obtained for Ordinary Shareholders or Shareholders with a certain percentage of shareholding, are available at the Investor Relations Department, and on how to obtain such information in a timely and organised manner.

The Company also informs the concerned Regulators with all relevant information, including the Company’s Financial Statements, together with any changes of the share capital and Board resolutions by publishing such information in local newspapers, on the Company’s Website, in addition to Qatar Central Bank, Qatar Financial Markets Authority, Qatar Exchange and the Qatar Central Securities Depository.

Qatar General Insurance and Reinsurance Q.P.S.C reaffirms its full compliance with all the Laws, resolutions and circulars issued by the relevant Regulators with respect to determining Shareholding percentage limits and conditions in the shares of Financial Institutions listed in Qatar Stock Exchange and regulated by Qatar Central Bank, especially QCB’s Resolution No. (1) related to determining the percentage and conditions of ownership in the shares of Financial Institutions listed in Qatar Stock Exchange and regulated by Qatar Central Bank dated 21/03/2016.

The Company’s Articles of Association includes provisions that ensure the right of Shareholders owning a 25% of the Company’s capital share, to call for the convening of Extraordinary General Assembly, pose questions and receive adequate responses from the Board , and make decisions on issues raised within the scope of the powers guaranteed to them under the law, the Company’s Articles of Association and rules of Governance.

The Company included its Articles of Association a mechanism to protect Shareholders’ rights in general and minor Shareholders in particular in the event of the Company conducting major transactions that may negatively affect their interests or prejudice the ownership of the Company’s Capital.

Shareholders owning 10% of the Company’s capital share, have the right to call for the Ordinary General Assembly convention for serious grounds.

The Board of Directors shall propose Dividends distribution to the General Assembly based on the Company’s performance, proceeds and strategy. It’s the General Assembly’s competency to determine and adopt annual dividends distribution to Shareholders, besides to setting its mechanism.

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The Company ensured the rights of its Shareholders, in accordance to the its capital share as well as to the rules and governance regulations and Company’s Articles of Association and Governance manual. Shareholders have the following:

- The right to obtain Governance related documents, Articles of Association and the Company’s License.- The right to obtain any contracts, transactions, mortgages and others related to the Company’s assets.

OWNERSHIP STRUCTURE

The number of Shareholders at Qatar General Insurance & Reinsurance Company Q.P.S.C., as of 31st December 2018, totaled to 333 Shareholders consisting of Companies and Local Individuals (Qataris) and others from all over the world. The number of Individuals amounted to 292 and the number of Companies is 41. The total of Qatari Individuals and Companies amounted to 263 that is equivalent to 67,9% of the Company’s capital. As to the total of Non-Qatari Individuals and Companies, it amounted to 70 that is equivalent to 32,1% of the Company’s share capital.

OTHER STAKEHOLDERS’ RIGHTS

The Company’s general policy adopted by the Board, to respect and safeguard the rights of the Company’s other Stakeholders, including employees, creditors, clients, suppliers, strategic partners and investors, in accordance with the Corporate Governance Code and Professional Code of Conduct. The Company also ensures that the Stakeholders have an access to the relevant information in a transparent manner enabling them to make their decisions based on accurate and sound information. The Company maintains an open and transparent communication channels with the Shareholders, investors and other stakeholders, where it regularly communicates information relating to the Company’s financial position and performance and future business plans and investment projects in the Official Newspapers, Press Conferences and also on its website.

CORPORATE SOCIAL RESPONSIBILITY

As a national Company with a profound belief in the significance of Social responsibility towards the Community, the Company had many social contributions, as a binding national responsibility. In this respect, the Company developed a detailed report on Environmental, Social and Governance Policy.

WHISTLE-BLOWING POLICY

The Company via its Board of Directors and Executive Management maintains open communication channels with the Company’s staff at all levels, allowing them to express their opinions on important matters which cannot easily be communicated through official work channels. It ensures that all employees are treated in accordance with the principles of fairness, equality and indiscrimination. The Board has developed and adopted a policy that allows employees to inform the Board about suspicious illegal acts and operations which might potentially damage the interests of the Company and/or any violations of the Laws, regulations and applicable regulations and any violations to the Internal Controls system and the Policies and Procedures adopted by the Board, indicating the actions to be taken to communicate the necessary information in such circumstances, ensuring employee’s confidentiality and protection from any negative repercussions from any party.

The Board has adopted and communicated to all the Company’s employees the “Whistle-blower Protection” policy.

PROFITS DISTRIBUTION

The Profits distribution, in cash and/or bonus shares, shall be proposed by the Board based on the Company’s financial position and performance at the end of its financial year and the Company’s future business plan. This shall be discussed, approved and adopted by the General Assembly in their Ordinary and Extra-Ordinary Annual Meeting, in the event of the distribution of bonus shares.Q

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The Board adopts a balanced policy of Profits Distribution based on a partial spinning of the profit, to increase the Company’s capital and thus maintain the necessary reserves for expansion in the operational and investment activities of the Company in the forthcoming period, as well as to accommodate the interests and investment objectives of the Company from one side with the Shareholders’ interests on the other side.

CODE OF CONDUCT REGULATIONS

Realizing the significance of compliance with the Company’s values and Governance principles, rules and regulations, the Board communicated the Code of Conduct regulations to its Members and all the employees of the Company. These regulations encompass strict instructions towards reinforcing respect when dealing with all parties, such as counterparties, clients, regulators, stakeholders and others.

Moreover, these regulations addressed issues such as protection of personal information, preventing market competition, combating corruption, and in general urged to respect all moral values and an overall compliance with the applicable rules and regulations.

During 2018 and pursuant to the provisions of Article (4) of the Governance Code issued by QFMA, the Company carried out the following:

1- Developing and establishing “Related Parties Transactions” Policy, that was adopted by the Company’s General Assembly on 12/03/2018.

2- Achieving considerable financial proceeds compared to previous years, taking into account the reserved Investment Policy due to the imposed blockade on Qatar, whereby the Company succeeded to overcome the obstacles resulting from this blockade.

3- Promoting the Compliance culture across the Company via its Board, particularly with respect to the regulating Governance requirements and compliance with AML/CFT rules and regulations.

4- Reinforcing its social contributions by sponsoring several events and conferences aiming to promote greater participation in the future.

5- A special reserve has been allotted for all the cases brought against the Company, as applicable in the International Accounting Standards.

6- No violations were committed during the financial year 2018, ended 31st December 2018, and no penalties were imposed on the Company for violating the Governance Code.

7- Disclosing the Company’s policy of Risk Management by identifying the major encountered risks. The Company took additional measures to address the modern technology risks, in particular, cyber-attacks and other acts of piracy.

8- Full compliance with the provisions, rules and conditions of Disclosure to the Market in accordance with the Regulators’ requirements.

9- Compliance with the Disclosure’s requirements relating to the conducted transactions and dealings of the Company with any Related Party.

10- Ensuring the Board Members’ adherence to the Prohibition requirements as set forth in the Governance Code issued by QFMA - Article (7) of it.

11- Incorporating the Company’s Articles of Association an assurance of protecting Shareholders’ rights relating to major transactions, in order to safeguard the Shareholders in general and the minority in particular, in the event of the Company conducting major deals that might harm their interests or prejudice the capital ownership.

12- The Company, via its Board, established and developed a detailed report of the Company’s transactions and dealings with Related Parties. Such Report is made available at the Board of Directors Secretariat.

13- Disclosure of the Company’s Financial Reports, number of shares, information related to Chairman and Members of the Board and Executive Management and Major Shareholders and other pertinent details.

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NOTES RELATED TO CERTAIN PROVISIONS OF GOVERNANCE

1- Sheikh Mohammed Bin Ali Bin Saud Al Thani chairs the Board’s Constituted Audit Committee. He is a Non-Executive and Independent Member, holding a share capital percentage of 1.19% with a tiny fractional increase of 0.19% from the stipulated limit.

2- The Company shall incorporate its Articles of Association all the provisions and amendments required under QFMA’s Governance Code, and present the same to the Extraordinary General Assembly in its meeting scheduled on 15/04/2019.

3- Mindful of the significance of sustaining an ongoing training for Board Members and in implementation of the related regulations, the Company is currently working on developing training programmes to the Board Members.

4- Aware of the importance of establishing and concluding all requested Policies & Procedures in accordance with the related regulations, the Company developed the remaining Policies & Procedures that should be in place and submitted the same to the Board. Such Policies & Procedures were adopted by the Board in its meetings of 28/01/2019 and 18/02/2019.

CONCLUSION

As one of the leading Companies operating in the Insurance Industry in the State of Qatar, Qatar General Insurance and Reinsurance Q.P.S.C has consistently and actively worked towards strengthening its position through providing our clients with distinguished and high ranked services. The forthcoming period shall witness developing future business plans, contributing towards enforcing the economic growth and materializing Qatar National Vision 2030.

On the other side, the Board of Directors of Qatar Insurance and Reinsurance Company Q.P.S.C strongly believes that Governance is an integral part of the Company’s core value and that it is imperative to fully comply with implementing all the provisions of the applicable legislations related to Corporate Companies and consider the observations made by the Regulatory bodies supervising Corporate Companies. The Board seeks to develop the Company’s Corporate functioning in accordance with the best and sound Corporate practices and in line with professional conduct rules that embodies the Company’s values, regularly reviewing and updating Governance applications to enhance quality, transparency and disclosure levels in oder to achieve a higher level of confidence in the Company’s performance.

The Governance system of the Group undergoes an ongoing revision, evaluation and development in alignment with the regulatory requirements, in order to maintain the trust that the Shareholders, Clients and Stakeholders have placed in our Company.

Nasser Bin Ali Bin Saud Al ThaniChairman of the Board and Managing Director

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