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.

Audit Committee Report 2022

The Audit Committee (AC) is governed by its charter, which was most recently approved by the public shareholders in the 2019 fourth quarter General Assembly Meeting. The Committee held eleven (11) meetings during the fiscal year 2022.

The following table details AC meetings held and the respective attendance.

Committee member name Role 26 January 04 February 02 March 10 April 01 May 31 July 05 September 12 September 30 October 28 November* Percentage
Mr. David Hunt (Independent) (Till 30/06/2022) Chairman Y Y Y Y Y N/A N/A N/A N/A N/A 100
Mr. Zaid Algwaiz (Independent) Member, Chairman from 02/08/2022 Y Y Y Y Y Y Y Y Y Y 100
Mr. Sulaiman Alhatlan (Independent) (Till 30/06/2022) Member Y Y Y Y Y N/A N/A N/A N/A N/A 100
Mr. Walid Shukri (Independent) (Till 30/06/2022) Member Y Y Y Y Y N/A N/A N/A N/A N/A 100
Dr. Abdulla Elyas (From 01/07/2022) Member N/A N/A N/A N/A N/A Y Y Y Y Y 100
Mr. Ibrahim M Alhusayni (From 01/07/2022) Member N/A N/A N/A N/A N/A Y Y Y Y Y 100
Ms. Zain Al Emam (From 01/07/2022) Member N/A N/A N/A N/A N/A Y Y Y Y Y 100
OVERALL PERCENTAGE OF AC MEMBER ATTENDANCE (%) 100 100 100 100 100 100 100 100 100 100 100

*Meeting held on 28 November was the annual AC meeting with the Board of Directors

The Committee meetings are designed to facilitate and encourage communication among the Committee, the Company’s management, the Company’s risk functions, the Company’s control functions (Compliance and Internal Audit) and the Company’s independent external auditors. The Committee has discussed and confirmed with the Company’s control functions and the independent external auditors the overall scope and plans for their respective reviews.

The Audit Committee recognizes the importance of maintaining the independence of the Company’s external auditors, both in fact as well as in appearance. Each year, the Committee evaluates the qualifications, performance and independence of the external auditors, and determines whether to re-engage them. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the external auditors, their capabilities, their technical expertise, and knowledge of the Company’s operations along with that of the insurance industry. Based on this evaluation, the Audit Committee made a recommendation to the Board of Directors to refer to the General Assembly for the selection of Ernst & Young and PricewaterhouseCoopers as external auditors to audit the Company’s quarterly financial statements for the first, second, and third quarters, the Annual Financial Statements for the fiscal year 2022 and first quarter for the fiscal year 2023.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board thereafter has approved, that the audited Annual Financial Statements and related schedules, and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the 2022 Annual Report.

The Audit Committee confirms that it has, during 2022, completed its tasks and activities, in accordance with the powers afforded to it, as per the regulations and as reflected within its latest Audit Committee Charter. In fulfilling these tasks and activities, the Committee is able to express an opinion on the Company’s internal control framework; As required in terms of the Capital Market Authority (CMA) disclosure requirement, the Audit Committee noticed management’s continuous efforts and focus on improving 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 discussion with the external auditor and management on the preliminary and Annual Financial Statements for the year ended 31 December 2022, nothing has been brought to the attention of the Committee that would indicate any significant deficiencies.

Mr.Zaid Algwaiz

Chairman

Dr.Abdulla Elyas

Member

Mr.Ibrahim M. Alhusayni

Member

Ms.Zain Al Emam

Member