Corporate Governance

In particular, the Board’s responsibilities include, without limitation:

• approving and overseeing the implementation of Alba’s strategy, business plans and long-term objectives, including consideration of ESG and sustainability matters;
• monitoring financial performance and approving annual budgets, material capital expenditures, financings, dividends and significant investments, acquisitions, divestitures and restructurings;
• ensuring the integrity of Alba’s financial statements and the effectiveness of accounting policies, internal controls, risk management, compliance and internal audit frameworks;
• approving Alba’s risk appetite and overseeing the identification, assessment and management of principal strategic, financial, operational and compliance risks;
• approving key corporate governance, compliance and ethics policies, including those relating to conflicts of interest, related-party transactions, whistleblowing and market conduct;
• overseeing the appointment, performance, remuneration and succession planning of the Chief Executive Officer and senior executive management;
• ensuring that Board and Committee performance evaluations are conducted regularly and that Directors receive appropriate induction and ongoing professional development;
• approving Alba’s organisational structure and clearly defining the roles, responsibilities and authorities of the Board, its Committees and executive management;
• overseeing transparent and equitable engagement with shareholders and ensuring compliance with disclosure and reporting obligations under applicable listing rules; and
• safeguarding the interests of Alba and its stakeholders by exercising objective judgement, maintaining an appropriate balance of power, and ensuring that no individual or group dominates decision-making.

The Directors may, at Alba’s expense, obtain independent professional advice on any matter relating to the discharge of their duties, subject to the procedures set out in the Board Charter.

The Chairman is responsible for providing leadership to the Board and ensuring its effective, independent and orderly functioning in accordance with the highest standards of corporate governance. Acting independently from executive management, the Chairman safeguards an appropriate balance of power within the Alba’s governance framework and ensures that the Board operates as a cohesive and effective decision-making body, focused on the long-term interests of Alba and its shareholders.

The Chairman sets the tone at the top of the Board, fostering a culture of openness, constructive challenge, mutual respect and accountability. The Chairman ensures that Directors receive accurate, timely and sufficient information to enable informed deliberation and effective oversight, and that Board meetings are conducted efficiently, with adequate time allocated to strategic, financial, risk and governance matters. In doing so, the Chairman facilitates full and balanced participation by all Directors and ensures that differing views are appropriately considered before decisions are taken.

As the principal interface between the Board and Executive Management, the Chairman ensures that there is clear separation between governance and management responsibilities, while maintaining effective communication and information flow. The Chairman also plays a key role in shareholder and stakeholder engagement, representing the Board in its dealings with regulators and external parties, and ensuring that the views of major shareholders are understood and appropriately communicated to the Board. In addition, the Chairman oversees the evaluation of Board performance, supports Director induction and ongoing development, and ensures that Board Committees operate effectively within their approved mandates.

In particular, the Chairman’s responsibilities include, without limitation:

• leading the Board and ensuring its effective, independent and collegial functioning;
• setting the Board agenda and ensuring that meetings are properly planned, chaired and conducted to enable informed and balanced decision-making;
• ensuring that Directors receive timely, accurate and comprehensive information and have sufficient opportunity to scrutinise and challenge management proposals;
• facilitating open discussion, constructive debate and effective contribution by all Directors, while ensuring that decisions, once taken, are supported and implemented;
• acting as the primary channel of communication between the Board and Executive Management, while safeguarding the separation of governance and management roles;
• overseeing the performance evaluation of the Board, its Committees, individual Directors and the Chairman, and ensuring that appropriate follow-up actions are implemented;
• supporting the induction of new Directors and ensuring that all Directors receive ongoing training and development to maintain effective performance;
• overseeing the effective functioning of Board Committees and maintaining regular engagement with Committee Chairpersons;
• representing the Board in engagements with shareholders, regulators and external stakeholders, and ensuring transparent and effective shareholder communication; and
• upholding high standards of integrity, governance and ethical conduct, and ensuring that the Board discharges its responsibilities in accordance with applicable laws, regulations and governance codes.

To support the effective discharge of its responsibilities and to enhance the depth and quality of Board oversight, the Board has established specialised Board Committees with clearly defined roles, authorities and responsibilities. Each Committee operates under a formal charter approved by the Board and is composed primarily of Non-Executive Directors with appropriate skills and experience. The Committees report regularly to the Board on their activities and recommendations, while the Board retains ultimate responsibility for all decisions and oversight of Alba’s affairs.

The NRCGC assists the Board in ensuring that Alba maintains a strong, balanced and effective Board and governance framework. The Committee oversees Board composition, nominations and succession planning, ensuring that Directors and senior executives meet the required standards of integrity, competence and independence in accordance with applicable laws and governance codes.

The NRCGC is also responsible for reviewing and recommending remuneration frameworks for Directors and Executive Management, ensuring that remuneration structures promote long-term performance, prudent risk-taking and alignment with shareholder interests. In addition, the Committee oversees Alba’s corporate governance framework, including compliance with regulatory requirements and best practices, and supports the Board in the evaluation of its own performance, that of its Committees and individual Directors.

Its key roles and responsibilities include:

• identifying, evaluating and recommending candidates for appointment or re-election to the Board and Board Committees, taking into account skills, experience, independence, diversity and succession planning;
• overseeing Board, Committee and individual Director performance evaluations, including the Chairman’s evaluation;
• assessing Director independence annually and reviewing conflict of interest declarations;
• overseeing succession planning for the Board, Chairman and Executive Management, including emergency succession arrangements;
• ensuring appropriate induction and ongoing professional development for Directors;
• recommending remuneration frameworks and policies for Directors and Executive Management, ensuring alignment with performance, risk appetite and long-term value creation;
• reviewing executive and employee incentive schemes, performance-linked pay, bonuses and clawback mechanisms;
• overseeing remuneration and governance disclosures in the Annual Report and recommending Director’s remuneration for shareholder approval; and
• overseeing Alba’s corporate governance framework, including Board and Committee Charters, governance policies, the Code of Conduct and compliance with applicable governance codes and listing rules.

The NRCGC oversees succession planning for the Board, the Chairman, the Chief Executive Officer and Executive Management, including the maintenance of emergency succession arrangements. The Board is satisfied that appropriate succession plans are in place to ensure leadership continuity.

The BARMC supports the Board in fulfilling its oversight responsibilities in relation to financial reporting, internal controls, risk management, compliance and internal audit. The Committee monitors the integrity of Alba’s financial statements and reviews significant accounting judgements, ensuring that financial disclosures are fair, balanced and understandable.

The BARMC oversees the effectiveness and independence of the internal audit function and the external auditor, including recommendations on appointment and remuneration. The Committee also plays a central role in overseeing Alba’s risk management framework, including the identification, assessment and mitigation of principal financial, operational, strategic and compliance risks. In addition, the Committee oversees Alba’s whistleblowing arrangements, ensuring that concerns are investigated independently and reported appropriately.

Its key roles and responsibilities include:

• monitoring the integrity of Alba’s annual and interim financial statements and related disclosures;
• reviewing significant accounting judgments, estimates and changes in accounting policies;
• ensuring financial statements are fair, balanced and understandable prior to Board approval;
• recommending the appointment, re-appointment, remuneration and removal of the external auditor and assessing auditor independence and performance;
• reviewing external audit findings, management letters and the implementation of audit recommendations;
• overseeing the independence, authority and effectiveness of the internal audit function, including approval of the internal audit charter, strategy, budget and annual plan
• reviewing internal audit findings and monitoring management’s remediation of control weaknesses;
• overseeing Alba’s enterprise risk management framework, risk appetite and principal risks (financial, operational, strategic, compliance, cyber and data protection);
• monitoring compliance with laws, regulations, governance requirements and internal policies, including significant breaches, fraud and regulatory findings; and
• overseeing the whistleblowing and integrity framework, including review of reports from the Integrity Task Force and monitoring corrective actions.

The ExESG Committee assists the Board in overseeing Alba’s strategic initiatives and the integration of environmental, social and governance (ESG) considerations into the Company’s strategy and operations. The Committee reviews major strategic projects, investments and initiatives prior to submission to the Board and monitors their implementation and alignment with Alba’s long-term objectives.

The Committee also oversees Alba’s ESG framework, policies and commitments, including sustainability, environmental performance, social responsibility and governance practices. Through this role, the ExESG Committee supports the Board in ensuring that ESG considerations are embedded into decisionmaking and that Alba’s approach to sustainable and responsible business practices is consistent with stakeholder expectations and regulatory requirements.

Its key roles and responsibilities include:

• reviewing and recommending Alba’s long-term and mediumterm strategic plans prior to Board approval;
• monitoring execution of approved strategies and performance against strategic objectives;
• reviewing major business initiatives, partnerships, joint ventures and investments before submission to the Board;
• overseeing capital allocation priorities, financing strategies and major funding decisions;
• monitoring financial and operational performance and advising on material variances, risks or improvement opportunities;
• overseeing the planning, execution and delivery of major projects and expansions, including monitoring budgets, schedules, risks, safety and contractual matters;
• coordinating with the BARMC on financial, risk and control implications of major projects and investments;
• overseeing the development and implementation of Alba’s ESG and sustainability strategy;
• monitoring progress against decarbonisation, energy transition and net-zero initiatives;
• overseeing ESG disclosures, sustainability reporting and external assurance; and
• ensuring ESG considerations are integrated into strategic decision-making, operational priorities and performance metrics.

In accordance with Article 24 of Alba’s Articles of Association, Alba is administered by a Board of Directors comprising ten (10) directors, who are either appointed or elected in accordance with Article 175 of the Commercial Companies Law for a renewable term of three (3) years.

On 18 February 2025, Alba, announced that Saudi Arabian Mining Company (“Ma’aden”) as its new strategic shareholder following the acquisition of 20.62% stake held by Saudi Basic Industries Corporation’s (“SABIC”) in Alba. The Board of Directors decided during the meeting held on 18 February 2025 to appoint two Board members representing Ma’aden, Mr. Ahmed Al Shaikh and Mr. Khaled Al Rowais as well as Mrs. Rasha Sabkar as an expert Board member effective from 19 February 2025 and for the remainder of the current term.

Furthermore, at the Annual General Meeting held on 12 March 2025, the shareholders approved the appointment of Mrs. Rasha Sabkar as an expert Board member, as well as the appointment of Mr. Khaled Rowais and Mr. Ahmed Al Shaikh as Board members.

At the Extraordinary General Meeting held on 12 March 2025, the shareholders approved the amendment and restatement of the Alba’s Memorandum and Articles of Association to remove SABIC and to include Ma’aden as a shareholder in Alba, subject to the receipt of all required regulatory approvals.

Term: The current Board term commenced on 26 February 2023 and is scheduled to expire in February 2026. However, the Ministry of Industry and Commerce (MOIC) approved a temporary extension of the current Board term to 12 March 2026. The subsequent Board term is expected to commence on 12 March 2026, following its approval by the shareholders at the Annual General Meeting.

Re-appointment/Re-election: Upon the expiry of a Director’s term of office, the Director may be re-appointed or re-elected in accordance with applicable laws and Alba’s Articles of Association. In addition, any eligible person may submit a nomination for election to the Board, subject to compliance with the prescribed nomination and election requirements.

Annual Performance Assessment: The Board of Directors and its Committees conduct an annual performance assessment, including individual Director evaluations, to assess their overall effectiveness. No material issues or concerns were identified during the assessment.

2025 Assessment Outcomes: All Directors completed the prescribed evaluation questionnaires for the year ended 2025, and the results were assessed as satisfactory.

Board Competence: Based on individual and collection evaluations conducted, The Board of Directors is of the view that the qualifications, skills and experience of its members are aligned with the competencies required for the Board to function effectively, both collectively and individually.

Board Training: Periodic training programmes were provided to Directors, including training on the identification and management of conflicts of interest and the effective use of the Diligent Board platform.

Alba conducts an annual evaluation of the independence of all Directors to ensure continued compliance with applicable legal, regulatory and corporate governance requirements. The evaluation is carried out in accordance with the independence criteria prescribed under the Corporate Governance Code, and is overseen by the NRCGC. As part of this process, each Director is required to submit an annual written declaration confirming their independence status and disclosing any interests or relationships that may give rise to an actual or potential conflict of interest.

The results of the independence assessment are reviewed by the NRCGC and the Board, formally documented, and reported to the Central Bank of Bahrain. In addition, the Board maintains a skills and independence matrix, which is reviewed annually by the NRCGC to ensure that the collective composition of the Board continues to reflect an appropriate balance of competencies, experience and independence to support effective and objective Board oversight.

The members of the Board of Directors are remunerated in a fair and responsible manner for the discharge of their duties on the Board and its Committees. For 2025, Remuneration Fees were BD420,000 [BD60,000 for the Chairman and BD40,000 per Director] excluding Sitting Fees (BD72,000) and Attendance Fees of BD118,000 (BD1,000 per Director per meeting). In total, the aggregate amount for 2025 was BD 624,872 in addition to Expense Allowances of BD14,872 (refer to Note 25 in Alba’s Consolidated Financial Statements of 2025).

For 2025, Attendance Fees (BD1,000 per Director per meeting) and Allowance Fees were paid to the Directors for attending the Board and Committee meetings during 2025.

Please refer to the table below for a detailed breakdown of Directors’ remuneration for 2025:

Sitting fees of BD 72,000 for 2025 (as part of the total allowances for attending Board and Committee meetings), together with the proposed Remuneration Fees for 2025, will be paid post the AGM scheduled for 12 March 2026, subject to shareholders’ approval.

During the reporting period, Directors complied with all applicable requirements relating to dealings in Alba securities. No Director traded in Alba shares during closed periods, and any permitted dealings were conducted in accordance with Alba’s policies and applicable regulations.

The Board of Directors of Alba meet at least on a quarterly basis, with additional meetings convened as required. During 2025, the Board of Directors convened five times on 18 February, 13 May, 05 August, 02 September and 11 November 2025.

Four scheduled Board meetings, covering each quarter of 2025, were held in person and one virtual meeting was held on 05 August to approve the Q2 and first-half 2025 financial statements.

During the year, Mrs. Roselyne Renel as Board Member and a member of the BARMC was unable to attend [two Board meetings] due to exceptional circumstances, of which the Board and the BARMC were notified in advance. In all instances, the requisite quorum was achieved, and all resolutions were duly considered and approved in accordance with applicable legal and governance requirements. The Board is satisfied that these absences did not affect the effectiveness of the Board’s deliberations or decision-making.

The table below summarises the meetings held during the year, the method by which they were conducted, and individual Directors’ attendance.

In accordance with the Charter of the NRCGC, the Committee is required to meet at least four times per year and more frequently as required. During 2025, the NRCGC held four meetings, which took place on 18 February, 13 May, 02 September, and 11 November. Four regular meetings were held in person across the first, second, third and fourth quarters of the year.

The table below summarises the meetings held during the year, the method by which they were conducted, and individual Director’s attendance.

In accordance with the Charter of the BARMC, the Committee is required to meet at least four times per year and more frequently as required. During 2025, the BARMC held five meetings, which took place on 17 February, 12 May, 04 August, 01 September, and 10 November. Four regular meetings were held in person across the first, second, third and fourth quarters of the year, while one meeting, convened to endorse the Q2 and H1 2025 financial statements, was held virtually via Microsoft Teams on 04 August 2025.

The table below summarises the meetings held during the year, the method by which they were conducted, and individual Director’s attendance.

In accordance with the Charter of the ExESG Committee, the Committee is required to meet at least four times per year and more frequently as required. During 2025, the Board ExESG Committee held four meetings, which took place on 17 February, 12 May, 01 September, and 10 November. All ExESG Committee meetings held during the first, second, third and fourth quarters of 2025 were conducted in person.

The table below summarises the meetings held during the year, the method by which they were conducted, and individual Director’s attendance.

The Board maintains robust procedures for the identification, declaration and management of actual and potential conflicts of interest in accordance with applicable laws, regulations and Alba’s Conflict of Interest and Independence Policy.

During the year, one potential conflict of interest was declared by Mr. Tim Murray in light of his other roles and the sensitivity of the matter under consideration. In line with established governance procedures, Mr. Tim Murray recused himself from the relevant discussions and decision-making, did not receive the related Board materials, and abstained from the consideration and approval of the matter.

The Board is satisfied that the conflict was appropriately managed and did not affect the integrity or independence of the Board’s deliberations.

All related party transactions entered by Alba are conducted on an arm’s-length basis and in accordance with Alba’s policies and applicable legal and regulatory requirements. Such transactions arise in the ordinary course of business and are subject to appropriate internal controls and governance oversight.

As part of its core operations, Alba procures natural gas and receives certain goods and services from government and semigovernment entities in the Kingdom of Bahrain. Transactions of a material nature are reviewed by management and the Board Audit and Risk Management Committee and, where required, considered and approved by the Board. Any Director with an actual or potential interest in a related party transaction is required to declare such interest and recuse himself or herself from the relevant discussions and decision-making.

Details of related party transactions are disclosed in Alba financial statements in accordance with applicable accounting standards.

The material related party transactions entered into during the year, following the application of the above governance framework and approval processes, are set out below:

In addition, approximately 60% of the land on which Alba’s facilities are located is licensed or leased to the Company by the Government of the Kingdom of Bahrain or by entities that are directly or indirectly owned or controlled by the Government. Further details are disclosed in [Note 25] – Transactions with Related Parties in Alba’s Consolidated Financial Statements for 2025.

Alba undertakes transactions with related parties as part of its ordinary course of business. As per the definitions by the International Accounting Standards 24 Related Party Disclosures (IAS 24), the Company qualifies as a government-related entity. The Company purchases gas and receive services from various government and semi-government organisations and companies in the Kingdom of Bahrain. Other than the purchase of natural gas, other conducted transactions for the normal course of business are not considered to be individually significant in terms of size. Related party transactions of material nature are discussed by the Board and are as follows:

As per Alba’s approved Levels of Authority (the “LoA”), material transactions including those set out below require the approval of the Board of Directors:

• Investment and expansion projects above monetary thresholds in accordance with capital expenditure policy approved by the Board and as set out in the LoA;
• Sales and purchase contracts (materials and services) greater than 5-years and, in some instances, above certain monetary thresholds and contract quantities;
• Equity and dividend related recommendations for Shareholders’ approval;
• Recommendation of acquisitions, mergers, diversification, divestment, expansions, and other business combination (subject to shareholders’ approval);
• Strategic hedging strategies;
• Cumulative short-term borrowing limits;
• Annual Operating Plan and Annual Marketing Plan; and
• Key policies.

Ernst & Young (“EY”) has been reappointed as External Auditors for 2025 further to Alba shareholders’ approval during the Annual General Meeting which was held on 12 March 2025 [as per Section 10 – Principle, 10 First E of the Code: an external auditor shall be appointed for a term of one financial year, to be renewed for similar periods not exceeding five (5) consecutive financial years].

EY has been in Bahrain since 1928, making it the oldest and most prominent professional service firm operating in Bahrain for more than 90 years. With around 350 employees and 12 partners in Bahrain, EY aligned its service offerings to better understand market needs and service client requirements.

Alba maintains an independent and objective Internal Audit function that provides assurance to the Board of Directors and Executive Management on the adequacy and effectiveness of Alba’s governance, risk management and internal control systems. The Internal Audit function forms a key component of Alba’s assurance framework and operates in accordance with recognised professional standards and regulatory expectations.

The Internal Audit function adopts a risk-based approach in developing its annual audit plan, which is aligned with Alba’s strategic priorities, enterprise risk profile and regulatory obligations. The audit plan is reviewed and approved annually by the BARMC and is designed to provide appropriate coverage of Alba’s principal financial, operational, compliance and technology risks.

To ensure independence and objectivity, the Chief of Internal Audit reports functionally to the BARMC and administratively to the Chief Executive Officer of Alba. The Internal Audit function has unrestricted access to all records, systems, premises and personnel necessary to perform its duties effectively. The appointment, removal and remuneration of the Chief of Internal Audit are subject to the approval of the BARMC.

Internal Audit engagements include evaluations of internal controls, governance processes, risk management practices and compliance with applicable laws, regulations and internal policies. Audit findings, recommendations and risk ratings are reported to Executive Management and the BARMC, together with agreed management action plans and timelines for remediation. Progress against agreed actions is monitored by Internal Audit and reported regularly to the BARMC.

The BARMC conducts an annual assessment of the effectiveness, independence and performance of the Internal Audit function, including its resourcing, skills, authority and adherence to professional standards. Based on this assessment, the Committee is satisfied that the Internal Audit function operates effectively and provides an appropriate level of independent assurance to support the Board in the discharge of its oversight responsibilities.

Alba’s Enterprise Risk Management (“ERM”) framework enables the Board of Directors and Executive Management to identify, assess and manage uncertainty across the organisation in a structured and consistent manner. The ERM framework supports the achievement of Alba’s strategic objectives by enhancing value through the effective identification of opportunities, while minimising the likelihood and impact of potential threats, ensuring that risks are managed within Alba’s approved risk appetite. Risk management is an integral component of Alba’s governance framework and management system.

Risk identification and management are embedded across Alba through a decentralised approach. Executive Management teams, who possess in-depth knowledge of the risks within their respective areas of responsibility, are responsible for systematically identifying, assessing, responding to and monitoring risks at the process and departmental levels. This decentralised structure enables risks to be mitigated at source and promotes ownership and accountability across the business. Based on Alba’s business model and strategic objectives, risks are categorised into four principal areas: strategic, operational, compliance and financial.

Risk owners apply a range of risk treatment options, including risk mitigation, transfer, acceptance or avoidance, to ensure that risks are managed in line with business objectives, performance targets and Alba’s risk appetite. The ERM framework and related processes are continuously reviewed and updated to reflect changes in the internal operating environment, external market conditions and regulatory requirements.

While the Board of Directors retains overall responsibility for overseeing Alba’s risk management framework, detailed oversight of risk management and compliance is delegated to the BARMC. In 2025, the Board approved the establishment of a dedicated Risk Management function to further strengthen Alba’s risk governance and oversight. The Risk function operates independently and reports directly to the BARMC and the Board of Directors, enhancing the consistency, objectivity and transparency of risk assessment and reporting. Concurrently, the Board Audit Committee was reconstituted as the Board Audit and Risk Management Committee to reflect its expanded mandate and enhanced responsibility for overseeing Alba’s ERM framework and principal risks.

Alba’s corporate risk profile provides a consolidated view of Alba’s risk exposure by detailing each identified risk, its category, and the level of inherent and residual risk. Risk reporting is structured around six key risk dashboards covering operational, financial (including liquidity, credit and covenant risks), market and commodity, cybersecurity, compliance, and environmental, social and governance (ESG) risks. In addition to existing risks, emerging risks are monitored, assessed and reported to ensure early visibility of potential future threats. Each risk description includes details of the risk event, current status, defined thresholds, and an assessment of likelihood and potential impact.

Following detailed discussions with Executive Management, the Risk Officer consolidates the principal risks into a two-dimensional risk heat map, which is reviewed by the BARMC on a quarterly basis. Any material changes to Alba’s risk profile are escalated to the BARMC and, where appropriate, reported to the Board of Directors on an ad-hoc basis.

Alba is exposed to a range of principal risks and uncertainties which, if they were to materialise, could have a material adverse impact on Alba’s operations, financial condition, performance and share price. Alba’s governance, control and risk management frameworks are designed to identify and mitigate these risks through robust internal controls and ongoing monitoring. The principal risks include, but are not limited to, the following:

• volatility in global aluminium prices and demand, including risks arising from cyclical market conditions and industry overcapacity, which are largely outside Alba’s control;
• health, safety, security and environmental risks inherent in heavy industrial operations, including fire, equipment failure, cyber or physical infrastructure incidents, civil unrest, or disruption to gas, power or other critical utilities, which could result in operational shutdowns or significant production losses;
• customer concentration risk, including the potential loss of, or delayed receivables from, one of Alba’s major customers;
• reliance on third-party suppliers for raw materials, and risks arising from supply chain disruption or the inability to renew contracts on competitive terms;
• dependence on uninterrupted natural gas supply, including risks associated with price increases or supply interruptions, which could materially affect production costs and operational continuity;
• workforce-related risks, including shortages of skilled personnel, labour cost inflation and increased employee attrition;
• reliance on uninterrupted transportation and logistics for raw materials and finished products, including exposure to volatility in shipping and transportation costs;
• exposure to interest rate risk arising from hedging arrangements associated with Alba’s syndicated commercial loan, which is subject to periodic mark-to-market valuation;
• exposure to foreign currency fluctuations that may affect Alba’s financial performance and position;
• competitive pressures within the GCC aluminium market as peer producers increase capacity and output;
• insurance coverage risks, including uninsured exposures or coverage that may be insufficient to fully offset losses incurred; and
• regulatory and legal risks arising from changes in laws or regulations, or failure to comply with applicable legal and regulatory requirements.

Alba maintains a business continuity and crisis management framework designed to enhance operational resilience and ensure the continuity of critical activities in the event of a disruption. The framework includes defined escalation protocols, crisis response arrangements and continuity plans for key operations, and is subject to periodic review and testing. Oversight of business continuity and crisis preparedness is exercised by Executive Management, with appropriate reporting to the BARMC and the Board of Directors.

The Board of Directors is responsible for ensuring that Alba maintains a sound and effective system of internal controls covering financial reporting, operational controls, compliance with laws and regulations, and the safeguarding of assets.

Executive Management is responsible for designing, implementing and operating these controls and provides regular assurances to the Board and the BARMC regarding their effectiveness. Such assurances are supported by ongoing management monitoring, internal audit reviews and external audit observations. The Board is satisfied that Alba’s internal control framework remains appropriate and effective in supporting the achievement of Alba’s strategic objectives.

The Board, supported by the BARMC and the dedicated Risk Management function, continues to monitor these risks closely to ensure that appropriate mitigation measures are in place and that Alba remains resilient in an evolving risk environment.

Alba is committed to conducting its business in full compliance with applicable laws, regulations, listing requirements and internal policies, and to maintaining a strong culture of ethical conduct and accountability across the organisation. The Compliance function forms a core component of Alba’s governance, risk and control framework and supports the Board and Executive Management in ensuring that regulatory and compliance risks are identified, assessed, managed and monitored effectively.

In recognition of the increasing complexity of the regulatory environment and the importance of a structured and independent compliance oversight framework, the Board has approved the establishment and enhancement of Alba’s Compliance function and a comprehensive Compliance Framework. The Compliance function operates as a second line of defence within Alba’s governance model and is designed to provide independent oversight, guidance and assurance in relation to compliance with legal, regulatory and internal policy requirements.

The Compliance Framework sets out Alba’s compliance governance structure, roles and responsibilities, reporting lines, and escalation mechanisms. It provides a structured approach to the identification and assessment of compliance risks, the implementation of controls and policies, and the ongoing monitoring and reporting of compliance matters. The Framework also integrates compliance risk management with Alba’s enterprise risk management processes to ensure consistency, transparency and effective oversight.

The Compliance function is responsible for, among other matters:

• developing, maintaining and monitoring Alba’s compliance policies, standards and procedures, including those relating to regulatory compliance, ethical conduct, conflicts of interest, whistleblowing, market conduct, anti-bribery and corruption, and data protection;
• identifying and assessing compliance risks across the organisation and maintaining a compliance risk register aligned with Alba’s risk appetite; providing advisory support to the Board, Board Committees, Executive Management and business units on compliance-related matters;
• monitoring compliance with applicable laws, regulations, listing rules and internal policies, and reporting material breaches, incidents or emerging risks;
• supporting the implementation of training and awareness programmes to promote a strong compliance culture across Alba; and
• coordinating with Internal Audit, Risk Management and other assurance functions to ensure effective coverage and avoid duplication.

Oversight of the Compliance function is exercised by the BARMC, which receives regular reports on compliance matters, significant regulatory developments, material breaches and the effectiveness of the compliance framework. The Compliance function has direct access to the BARMC and the Board of Directors as required, ensuring independence, objectivity and effective escalation.

The Board is satisfied that the newly approved Compliance Framework strengthens Alba’s governance and control environment, enhances regulatory assurance, and supports sustainable and responsible business conduct in line with stakeholder expectations and applicable regulatory requirements.

Alba recognises that effective engagement with key stakeholders is fundamental to strong corporate governance, responsible business conduct and long-term sustainable value creation. Alba engages with employees through structured communication, consultation and training initiatives aimed at promoting safety, wellbeing, ethical conduct and high performance.

Alba maintains open, transparent and constructive relationships with regulators to ensure ongoing compliance with applicable laws, regulations and listing requirements. Engagement with local communities is undertaken through responsible operational practices, environmental stewardship and targeted social initiatives. Alba also works closely with suppliers to promote ethical sourcing, health and safety standards, contractual integrity and sustainable supply-chain practices.

Oversight of ESG strategy, risks, performance and disclosures is exercised by the Board of Directors, supported by the ExESG Committee, with regular reporting to the Board on progress against approved ESG objectives.

Alba is committed to protecting the rights of all shareholders and ensuring equitable treatment, including minority shareholders, in accordance with applicable laws, listing rules and Alba’s Articles of Association.

Shareholders are entitled to attend, participate and vote at General Meetings, elect and remove Directors, approve Directors’ remuneration, appoint external auditors, and approve other matters reserved to shareholders under law and Alba’s constitutional documents.

General Meetings are conducted in a transparent manner, with sufficient information provided to shareholders in advance to enable informed decision-making.

Alba has adopted policies and procedures governing market conduct, the handling of inside information, Directors’ and employees’ dealings in Alba securities, and closed periods, in compliance with applicable market abuse and disclosure regulations.

Directors, senior executives and relevant employees are required to comply with these policies at all times. The Board is satisfied that appropriate controls are in place to prevent the misuse of inside information and to ensure timely and accurate disclosures to the market.

Effective 20 July 2025, Sohaila Abdul Rahman was appointed as Chief Legal and Governance Officer and was subsequently also appointed as Board Secretary of Alba. In this role, she is responsible for supporting the Board of Directors and its Committees in the effective discharge of their governance, oversight and decision-making responsibilities, and for ensuring compliance with applicable laws, regulations, listing requirements and corporate governance standards.

The Board Secretary and Governance Officer acts as the primary governance adviser to the Board and its Committees, overseeing Board and Committee processes, agendas, papers and minutes, maintaining statutory and governance records, and ensuring the timely flow of accurate information to Directors. The role also includes advising the Chairman, Directors and Executive Management on corporate governance matters, supporting the implementation of governance policies and frameworks, and facilitating effective communication between the Board, management, shareholders and regulators. The Board Secretary and Governance Officer has direct access to the Chairman and the Board and operates independently to promote high standards of governance, transparency and accountability across Alba.

Sohaila Abdul Rahman contact details are as follows:
Office No.:+973 1783 7111
Mobile No.:+973 38183111
Email address:s.abdulrahman@alba.com.bh