Page 23 - JTC-Annual Report-2025-Eng

4. Recommend to the General Assembly to deduct 1% of the annual profits to charity through
“Masharee Al Khair” Charity Organization.
5. Call to convene an ordinary General Assembly and approve its agenda regarding the election
of a new board member for the next term 2025 - 2028.
6. Call to convene an Extraordinary General Assembly and approve its agenda regarding the
amendments of the Company’s Activities to comply with the international codes issued by the
Ministry of Commerce and Industry.
7. Recommend to the General Assembly the distribution of Board of director’s remuneration for
year 2025.

8. Call to convene the General Assembly meeting and approve its Agenda for the financial year
2025.

9. Approved of submittal a renewal to CMA for purchasing and selling of Company’s Treasury
shares within the legal limit of 10% of its Capital shares.
10. Followed up on the Company’s overall tasks and performance in global and local impacts.

Board Committees
In line with the responsibilities of the Board of Directors and its commitment to enhancing the
efficiency of its performance and strengthening the level of oversight and supervision over the
Company’s activities, the Board has established a number of specialized committees emanating
from the Board. These committees operate pursuant to approved charters that define their
authorities, responsibilities, and mechanisms of work, in accordance with the requirements of
the Capital Markets Authority (CMA) and best practices of corporate governance.

The committees comprise a sufficient number of non-executive Board members, including
independent members who possess the appropriate experience and qualifications. These
committees operate under the supervision of the Board of Directors and submit their reports
and recommendations thereto, without prejudice to the Board’s ultimate responsibility for the
Company’s business and the activities of such committees.

The following is an overview of the independent specialized committees established by the Board
of Directors:

1. Audit Committee

Objective:

The Audit Committee aims to assist the Board of Directors in overseeing the integrity and
reliability of the Company’s financial statements, the efficiency and effectiveness of internal
control systems, the independence of internal and external audit functions, and compliance with
relevant laws and regulations.

Committee Formation Date and Term:
The Audit Committee was formed on 28 September 2022 for a term of three years and was
th
reconstructed on 22 October 2025 for three years, in line with the term of the Board of Directors.
nd
The Committee consists of three non-executive members, including one independent member,
who possess appropriate academic qualifications and practical experience in financial, accounting,
and supervisory fields.

22 JTC LogisTiCs TransporTaTion & sTevedoring Company K.s.C.p.