1. The Board or its authorized representative shall maintain duly organized accounting books and records for each of the Company’s financial year, including the balance sheets as of the end of each financial year, in addition to profit and loss accounts.

2. The Company accounts shall be prepared according to internationally recognized accounting principles in a manner that reflects fairly and accurately the Company’s profit and loss during the financial year in addition to the Company’s position at year’s end along with all other requirements highlighted by the Companies’ Law.

3. The financial statements shall be endorsed by the Chairman or any Board member and the Chief Executive Officer of the Company along with the auditor of the Company.

The Company’s financial year commences on the 1st of January and ends by 31st of December every year. 

1. The auditor may resign by virtue of written notice submitted to the Company’s secretary. Consequently, the auditor’s mandate expires on the notice date, or any subsequent date, as mentioned in the notice. 

2. The resigning auditor shall submit a report to the Company’s secretary detailing the reasons of its resignation. The Board shall call for General Assembly meeting to convene within ten (10) days of the auditor resignation date to discuss the reasons for the resignation and appoint a new auditor and determine its remuneration.

The auditor shall submit to the General Assembly a report stating the required data stated in article (250) of Companies’ Law. The auditor shall attend the General Assembly and read its report and respond to all issues raised related to its work; especially in relation to the Company’s annual budget. During the Company’s General Assembly, each shareholder has the right to discuss the auditor report and seek explanations for any issues contained therein. The auditor is accountable for the accuracy of the data included in its report.

The auditor shall have all the authorities and bear all the obligations stated in articles (248-252, 255) of the Companies’ Law. The auditor has the particular right to inspect the Company’s books, records and documents at any time. The auditor has the right to seek any explanations it deems necessary for the fulfilment of its duties. In addition to the right to verify the Company’s assets, rights and liabilities. In case the auditor is unable to carry out its duties, the auditor shall notify the Board in writing. Should the Board fail to facilitate the auditor’s work, the auditor may refer the matter to the General Assembly. 

1. The Company shall select one or more auditor(s) nominated by the Board and approved by the General Assembly in accordance with terms and conditions required by Companies’ Law. 

2. The General Assembly has the authority to appoint or dismiss auditor. As an exception from Article (245.2) of the Companies Law, auditor shall be appointed for one renewable year, provided that auditor’s term shall not exceed six consecutive years and provided that the auditing partner shall be replaced at least after three years. Auditor shall commence the duties after the end of the meeting during which auditor is approved, until the end of next annual General Assembly. Such matter shall not be delegated to the Board. The General Assembly shall determine the auditor’s fees and such matter shall not be delegated to the Board.

3.The auditor shall submit to the Authority and the Board a report stating all the data required by articles (247) and (248) of the Companies’ Law. The auditor(s) is liable for the accuracy of the data in its report.

The General Assembly shall look into all the matters related to the Company as required by Article (182) of the Companies’ Law. As long as the Company remains wholly owned by the Authority, all the General Assembly’s authorities shall be entrusted to the Authority according to this Articles of Association, which means that the Company and the Board are not required to call for any General Assembly. The Company shall be exempted from the provisions governing General Assembly under the Company’s Law until the Company’s ownership is changed, and other partners are admitted.

The General Assembly shall be convened by an invitation from the Board once annually, at least, during the four months following the end of each financial year. The Board convene a General Assembly meeting whenever the Board deems necessary.

1. The General Assembly shall decide on the remuneration of the Chairman and Board members after obtaining the Authority’s approval The Board may also decide the amendment of the remuneration (any additional remuneration to its members including different remuneration for its independent industry expert) after obtaining the approval of the Authority

2. The Company may pay additional fees or expenses, as determined by the General Assembly   with the Authority’s approval, to any member of the Board if such member is working in any of its committees or exerting special efforts or carrying out additional works to serve the Company in addition to his/her duties as a member of the Board   or member of any of the Board Committees

3. Any fines charged to the Company due to violation of any provision of the Law or the Article of Association of the Company by the Board members during the previous year shall be deducted from members’ remuneration. The General Assembly may decide not to deduct the fines whenever the Company is aware that any such fine is not charged due to Board’s omission or error.

Members of the Board shall be accountable to the Company, the shareholders and third parties for any misuse, fraudulent, or abuse in using their authorities provided thereto and for any violation of law or Articles of Association and for all other damages committed in the course of the Company’s management whenever such violation is due to the members’ unanimous agreement. In the event that the resolution is adopted by the majority of the members, the objecting members shall be cleared of any liability provided that proof is presented of such objection. In the event that a member was absent during the meeting in which the resolution was adopted, the said member may not be cleared of joint liability unless such member is able to prove his/her absence, or his/her inability to object after being duly notified of the resolution.