GOVERNANCE AND RISK MANAGEMENT REPORT

Bupa Arabia remains committed to robust corporate governance structure, which will facilitate prudent management to deliver long-term success to the company.

Additional Disclosures

The following sections contain additional disclosures in accordance with the laws and regulations of Saudi Arabia, including the SAMA Insurance Corporate Governance Regulations, and the CMA Corporate Governance regulations.

SAMA and other regulatory bodies executive orders:

Violation Subject Previous Financial Year (2021) Current Financial Year (2022)
Number of
Executive
Orders
Total Amount
of Fines in
Saudi Riyal
Correction and
avoidance
actions
Number of
Executive
Orders
Total Amount
of Fines in
Saudi Riyal
Correction and
avoidance actions
1. SAMA’s Supervisory and Monitoring Violation 3 80,000 The Company has developed a corrective plan to address and implement all requirements to ensure that they do not fall into the future 5 100,000 The Company has developed a corrective plan to address and implement all requirements to ensure that they do not fall into the future
2. SAMA’s Consumers Protections Violation
3. SAMA’s AML/CTF Due Diligence Violation
4. Cancellation of Municipal Licenses (Licenses of old branches under the main CR) 6 3,000 Licenses are cancelled
5. Violation from ejadh (Riyadh baladya) for Riyadh building (Violation of municipal visit at the time of COVID-19) 1 3,200 Violations were corrected
6. Non-Renewal of the Municipal License – Jeddah HQ) 1 200 A plan was developed to track and monitor licenses expiry dates to ensure renewal on time

Subsidiaries

Subsidiary company Capital (SR) Ownership (%) Purpose Remarks Country of main operations Country of incorporation
1. Bupa Arabia for Third Party Administration 5,000,000 100 Provide third party administration services Saudi Arabia Saudi Arabia
2. Bupa Arabia Ventures 2,000,000 100 Invest in world-class business partners with solutions that can integrate with Bupa Arabia’s digital ecosystem and accelerate its development Under incorporation Saudi Arabia Saudi Arabia

 

No Borrowings or Loans

The Company and the Board, confirm that it has no borrowings or loans outstanding at the end of the current twelve-month period, nor has it been required to make any payments against borrowings or loans.

Declarations Relating to Debt Instruments, Options, Warrants, and Rights

As required in terms of the CMA disclosure requirements, the Company and the Board, confirm the below declarations:

  • That it has not issued or granted, any convertible debt instruments, options, warrants, or similar rights during the financial year and accordingly has not received any consideration for the same.
  • That it has not converted, nor issued, nor granted, any subscription rights under any convertible debt instruments, contractually based securities, warrants, or similar rights during the financial year.
  • That it has not redeemed, purchased, or cancelled any redeemable debt instruments during the financial year. The Company has no such securities outstanding, so the value of the same is nil.

Procedure taken to the Board to inform its members, Non-Executive Directors in particular, of the shareholders’ suggestions and remarks on the Company and its performance

The Company records any recommendation or suggestion received during its General Assembly’s meetings. In addition, the Company has two dedicated emails (BA.BAIR@bupa.com.sa) & (invest@bupa.com.sa) to receive any suggestions from its shareholders, where the Chairman of the Board is informed of these suggestions if required, for it to be included in the nearest board meeting.

The Audit Committee recommendation with conflict with Board resolution or those which the Board disregards relating to the appointment, dismissal, assessment or determining the remuneration of an external auditor, as well as justifications for those recommendations and reasons for disregarding them

During 2022 there were no conflict between the Audit Committee recommendation and the Board.

Any material differences in the operational results compared to the preceding year’s results, along with any expectations announced by the Company

The Company confirm that there are no material differences in the operational results compared to the preceding year’s results, along with any expectations announced by the Company

Any potential cases of conflict of interest and how they were addressed

The Company confirm that there are no potential cases of conflicts. In case of any conflict, it will be addressed in accordance with the approved policies.

Description of any Punishment, Penalty, or Statutory Reserve or Restriction Imposed on any of the Board Members by any Judicial, Supervisory, or Regulatory Authority in Respect of the Company

The Company declares that there is no punishment, penalty, statutory reserve, or restriction imposed on any of the Board Members by any judicial, supervisory, or regulatory authority in respect of the Company.

Long-Term Incentive Plan (LTIP)

Bupa Arabia purchases shares held under the employee share scheme to hedge itself against adverse changes in the fair value of its shares between the grant date and the date on which these shares are transferred to employees. When shares recognized as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognized as a deduction from equity. Repurchased shares are classified as shares held under an employee share scheme and are presented in the Statement of Changes in Equity. The Company secures advance GA approval for the annual purchase of the LTIP shares for each LTIP cycle.

In 2022, the 30 June General Assembly approved the purchase of the Long-Term Incentive Plan (LTIP) shares up to a maximum of 175,000 at a value of SR 17,551,122. As of 31 December 2022, the Company holds a total of 770,162 LTIP shares with a cost of SR 78.2 million on behalf of the LTIP participants.

Maintenance of Proper Records and Books of Account

As stipulated by Saudi Arabian insurance regulations, the Company and the Board confirm that proper books of account have been maintained and that it maintains separate accounts for each of its insurance operations and shareholder operations, within its accounting records, and can confirm that it has maintained proper accounting records during the financial year with no inconsistency with the standards approved by the Saudi Organizations for Certified Public Accountant.

Unqualified Opinion of the Independent External Auditors

The joint independent External Auditors’ report contains an unqualified opinion that the financial statements, taken as a whole, present fairly in all material aspects the financial position of the Company comply with the requirements of the regulations for companies and the Company’s By-Laws.

Internal Control System and Effectiveness

As required in terms of the CMA disclosure requirement, the Audit Committee noticed the Management’s continuous efforts and focus on improving the design and effectiveness of Bupa Arabia’s internal control environment. Based on the results of the internal audit reviews and the planned activities to enhance the internal control environment, and following the discussion with the External Auditor and the Management on the preliminary and Annual Financial Statements for the year ended 31 December 2022, nothing has been brought to the Committee’s attention that would indicate any significant deficiencies.

Continuation as a Going Concern

The Company confirms there are no significant doubts about the Company’s ability to continue as a going concern.

External Auditors

The Extraordinary General Assembly of the Company held on 28 February 2022 approved the appointment of the external auditors Ernst and Young & Co. and PriceWaterhouseCoopers, from amongst the candidates recommended by the Audit Committee, to audit the Company’s quarterly financial statements for the second and third quarters, the Annual Financial Statements for the fiscal year 2022, and the first quarter for the fiscal year 2023, along with determining their fees.

During 2022 the Board didn’t recommend replacing the external auditors before the end of their term.

Independent External Actuary

Bupa Arabia’s independent external actuary, for the 2022 fiscal year was Lux Actuaries.