Ethics and Compliance Framework
Almarai maintains policies and reporting channels relating to ethical conduct and compliance with applicable laws and regulations. These arrangements apply to employees and, where relevant, to other stakeholders engaging with the Company.
Key policies and reporting mechanisms include:
- Code of Conduct: Sets expectations for professional conduct and covers matters such as conflicts of interest, confidentiality, gifts and hospitality, and reporting of non-compliance.
- Whistleblowing and reporting channels: Provides mechanisms for reporting suspected misconduct or breaches of Company policies. Reports may be submitted through internal channels or through a third party hotline provider.
- Anti Bribery and Corruption Policy: Sets requirements for preventing bribery and corruption across the Company’s operations and aligns with applicable local laws and relevant international standards.
Reports are handled in accordance with established procedures and, where appropriate, are escalated to the relevant governance bodies for oversight and action.
Board of Directors Certification and Declarations
The Board of Directors confirms that it has taken care to ensure the professional performance of the Company during 2025 and declares the following:
- Application of Corporate Governance Regulations: The Company applied all provisions of the Corporate Governance Regulations during the year. No provisions were not applied.
- Penalties and regulatory measures: No penalties, precautionary measures, or precautionary restrictions were imposed on the Company during the year.
- Subsidiary equity and debt instruments: No subsidiary issued any equity shares or debt instruments during the year.
- Convertible debt instruments and comparable rights: During the year, the Company did not issue or grant any transferable debt instruments, convertible debt instruments, subscription rights, conversion rights, or any other contractual securities or similar rights. The Company did not receive any compensation in exchange for issuing or granting such instruments or rights.
- Conversion rights under convertible instruments or IPO related rights: There were no rights of conversion or initial public offering under convertible debt instruments, or any securities or contractual rights of an initial public offering or similar rights issued or granted by Almarai.
- Books and records: Proper books of account have been maintained.
- Internal control effectiveness: The system of internal control is sound and has been effectively implemented.
- Going concern: There are no significant doubts concerning Almarai’s ability to continue as a going concern.
- Auditor’s report reservations: The Independent Auditor’s Report for the year did not include any reservations or qualifications regarding the annual financial statements.
- Change of external auditor: During the year, the Board did not recommend changing the external auditor before the end of the appointed term.
- Requests from the external auditor to call a General Assembly meeting: The Board did not receive a request from the external auditors to call a meeting of the General Assembly during 2025.
- Operational conflicts of interest: There were no substantial operational conflicts of interest during 2025, other than those that have been disclosed in the report.
- Requests from shareholders holding 5% or more to call a General Assembly meeting: The Board did not receive a request from shareholders owning 5% or more of the Company’s share capital to call a meeting of the General Assembly during 2025.
- Shareholder voting procedures: There was no procedure that might lead to the obstruction of shareholders’ rights of voting.
- Post year end events requiring disclosure: There were no significant events affecting the integrity of the financial position of the Company after the financial year 2025 requiring disclosure, other than information that is available and declared.
- Loans or credit facilities to Board members: The Company did not provide loans or credit facilities to any member of the Board of Directors.
Recommendations to the General Assembly
After reviewing the most important operational and financial activities for the financial year 2025, the Board recommends that the General Assembly approve the Directors’ report, the Consolidated Financial Statements, and the Auditor’s report. The place and time of the General Assembly Meeting and any other items on the agenda will be announced at a later date.