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BTC NEW HOTEL
His Majesty King Hamad bin Isa Al KhalifaThe King of the Kingdom of Bahrain
HRH Prince Khalifa bin Salman Al KhalifaThe Prime Minister
HRH Prince Salman bin Hamad Al KhalifaThe Crown Prince, Deputy Supreme Commander
and First Deputy Prime Minister
3
Hotel, property and tourism development and investment
Commercial registration : 1977
Board of Directors : Qassim Mohamed Fakhroo (Chairman)
Hamed Mohd A. K. Al Awadhi (Vice Chairman) *
Waleed Ahmed Al Khaja
Adel Hussain Al-Maskati
Jalal Mohammed Yousuf Jalal
Jamal Abdulla Mohammed Abdulla Almutawa *
Reyadh Ahmed Al Mahmeed *
Najah Hassan Al Arabi *
Chief Executive Officer : Abdulnabi Mohammed Daylami
Offices : Crowne Plaza, PO Box 5831, Diplomatic Area
Manama – Kingdom of Bahrain
Telephone 17530530/17531122, Telefax 17530867
E-mail: [email protected]
Bankers : Ahli United Bank BSC
National Bank of Bahrain BSC
Bank of Bahrain and Kuwait BSC
Auditors and registrars : KPMG
* Representatives of Social Insurance Organization
Financial Statements31 December 2014
BAHRAIN TOURISM COMPANY B.S.CANNUAL REPORT 2014
4
Page
Report of the Board of Directors .............................................................................................................................................. 5
Independent Auditors’ Report to the Shareholders ..................................................................................................... 6-7
FINANCIAL STATEMENTS
Statement of financial position ................................................................................................................................................ 8
Statement of profit or loss and other comprehensive income ..................................................................................... 9
Statement of changes in equity .............................................................................................................................................10
Statement of cash flows ............................................................................................................................................................12
Notes ....................................................................................................................................................................................... 13 - 36
Corporate Governance Disclosures .............................................................................................................................37 - 51
Financial Statementsfor the year ended 31 December 2012
BAHRAIN TOURISM COMPANY B.S.CANNUAL REPORT 2012CONTENTS
The Board of Directors is pleased to present the 36th Annual Report since the formation of the company, highlighting the activities and results of the year ended December 31, 2014.
We are pleased to inform our Shareholders that during year 2014, Crowne Plaza Bahrain has completed full renovation of 50% of its total Rooms. This renovation reflected positively on the results of the hotel operations.
The new 5 Stars Hotel project is in progress as scheduled, plans and designs all completed. We would also like to inform you that the agreement is signed with Hilton International to manage the new hotel under the name “Hilton Bahrain.”
Net Profit of the company for the year 2014 amounted to BD 1,613,192. Equity of the shareholder amounted to BD 33,714,294 as compared to BD 31,560,922 for the year 2013.
The Board of Directors proposes the following appropriations:
BAHRAINI DINARS
Cash Dividends of 12 percent (12 fils per share for shares traded) 864,000
Donations to charity 15,000
Retained earnings after appropriations 734,192
The Board of Directors also propose directors’ remuneration of BD. 64,000.-
The Board of Directors would like to inform the shareholders that Bahrain Tourism Company received a non-mandatory letter from the Chairman of Gulf Hotels Group expressing their desire to obtain 100% of the shares of Bahrain for tourism through the stock exchange.
The Bahrain tourism company received a letter from the Chairman of the Board of Directors of Al-Jazeera Tourism Company, expressing their desire by merging two companies through the stock exchange.
We notify our shareholders that Bahrain Tourism Company has informed the Central Bank of Bahrain and the Bahrain Bourse regarding these letters, and required actions will be taken.
The Board of Directors would like to express its deep gratitude and sincere appreciation to His Majesty King Hamad Bin Isa Al Khalifa, King of the Kingdom of Bahrain, HRH Prince Khalifa Bin Salman Al Khalifa, the Prime Minister and to HRH Prince Salman Bin Hamad Al Khalifa, the Crown Prince and Deputy Supreme Commander of the Bahrain Defense Force, and to the Ministers of the Kingdom of Bahrain for their continuing support and encouragement.
We also wish to reiterate our gratitude and appreciation to our respected clients for their support and finally, we are pleased to convey our appreciation and thanks to the company’s Chief Executive Officer and all employees for their sincere efforts towards developing the business of the Company.
Qassim Mohamed Yousif Fakhroo 19 February 2015Chairman
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REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERSfor the year ended 31 December 2014
Report on the financial statementsWe have audited the accompanying financial statements of Bahrain Tourism Company BSC (the “Company”), which comprise the statement of financial position as at 31 December 2014, the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other explanatory information.
Responsibility of the Directors for the financial statementsThe board of directors is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as the board of directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at 31 December 2014, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.
INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERSBahrain Tourism Company BSC 19 February 2014Kingdom of Bahrain
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Report on other regulatory requirementsAs required by the Bahrain Commercial Companies Law, we report that:
a) the Company has maintained proper accounting records and the financial statements are in agreement therewith; b) the financial information contained in the directors’ report is consistent with the financial statements; c) we are not aware of any violations during the year of the Bahrain Commercial Companies Law or the terms of the Company’s memorandum and articles of association that would have had a material adverse effect on the business of the Company or on its financial position; and d) satisfactory explanations and information have been provided to us by management in response to all our requests.
KPMG FakhroPartner Registration No. 10019 February 2015
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Note 2014 2013 ASSETS CURRENT ASSETS
Cash and bank balances 1,208,523 913,022Short-term bank deposits 5,769,909 4,589,411Trade receivables 4 505,543 473,297Inventory 5 76,635 75,322Prepayments and other receivables 156,754 157,941
TOTAL CURRENT ASSETS 7,717,364 6,208,993
NON-CURRENT ASSETSAvailable-for-sale investments 6 4,805,615 4,601,404Investment in associate company 7 6,342,464 5,867,308Investment property 8 996,023 1,048,301Property and equipment 9 16,060,919 16,471,334
TOTAL NON-CURRENT ASSETS 28,205,021 27,988,347
TOTAL ASSETS 35,992,385 34,197,340
LIABILITIESCURRENT LIABILITIES
Trade payables 410,777 1,087,092Accrued expenses and other payables 10 834,910 739,650Dividends payable 428,817 368,354
TOTAL CURRENT LIABILITIES 1,674,744 2,195,096 NON-CURRENT LIABILITIES
Provision for employees’ leaving indemnity 533,587 441,322TOTAL LIABILITIES 11 2,208,091 2,636,418TOTAL NET ASSETS 33,714,294 31,560,922EQUITY
Share capital 12 7,200,000 7,200,000Treasury shares 12 - (972,295)Statutory reserve 3,600,000 3,600,000
Capital and development reserves 12,758,242 12,758,242Investment fair value reserve 3,715,903 3,500,723Retained earnings 6,440,149 5,474,252
TOTAL EQUITY (PAGE 10 - 11) 33,714,294 31,560,922
The Board of Directors approved the financial statements consisting of pages 8 to 36 on 19 February 2015.
Bahraini Dinars
Sta
tem
ent
of F
inan
cial
Pos
itio
nA
s at
31
Dec
embe
r 201
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Qassim Mohamed Yousif FakhrooChairman
Abdulnabi Mohammed DaylamiChief Executive Officer
Hamed Mohd. A.K. Al AwadhiVice-Chairman8
Statemen
t of C
om
preh
ensive In
com
eFo
r the year ended
31 Decem
ber 2014
Note 2014 2013HOTEL OPERATIONS
Revenue 14 6,662,478 5,710,581
Operating costs 15 (4,933,754) (4,402,119)
Depreciation of hotel and conference centre 9 (1,193,881) (1,161,619)
Profit from hotel operations 534,843 146,843
INVESTMENT ACTIVITIES
Dividend income 265,207 259,855
Profit on redemption of AFS investments 3,363 1,371
Share of profit from associate 7 1,305,930 1,099,454
Net property income 128,580 120,690
Interest income 76,276 125,381
Net income from travel division (7,659) 8,017
Other income 8,859 (1,157)
Depreciation of investment property 8 (52,278) (52,850)
Provision for impairment on AFS investments - (2,875)
Income from investment activities 1,728,278 1,557,886
General and administrative expenses 16 (649,929) (617,388)
PROFIT FOR THE YEAR 1,613,192 1,087,341
OTHER COMPREHENSIVE INCOMEItems that are or may be reclassified subsequently to profit or loss:
Available for sale investments
Net change in fair value Transfer to income statement on sale Transfer to income statement on impairment
245,954 882,404
- -
- 240
Share of fair value reserve of associate (17,184) 93,019
Transfer to income statement from fair value reserve of associate (13,590) (37,249)
Total other comprehensive income for the year 215,180 938,414
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 1,828,371 2,025,755Basic and diluted earnings per share of 100 fils for the year 23.8 FILS 16.6 fils
Bahraini Dinars
9The Board approved the financial statements consisting of pages 8 to 36 on 19 February 2015.
Qassim Mohamed Yousif FakhrooChairman
Abdulnabi Mohammed DaylamiChief Executive Officer
Hamed Mohd. A.K. Al AwadhiVice-Chairman
2014 Share Capital
Treasury shares
Statutory reserve
Capital and development
reserves
Fair value reserve
Retained earnings Total
At 1 January 2014 7,200,000 (972,295) 3,600,000 12,758,242 3,500,723 5,474,252 31,560,922
Comprehensive income
Profit for the year - - - - - 1,613,191 1,613,191
Other comprehensive incomeNet change in fair value of available-for-sale investments - - - - 245,954 - 245,954
Share in fair value reserve of associate - - - - (17,184) - (17,184)
Transfer to income statement from fair value reserve of associate - - - - (13,590) - (13,590)Total other comprehensive income for the year - - - - 215,180 1,613,191 1,828,371
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
- - - - 215,180 1,613,191 1,828,371
Charity donations approved for 2013 - - - - - (15,000) (15,000)Transactions with shareholders reflected directly in equity
Dividend declared for 2013Treasury Shares sold during the year*Profit on sale of treasury shares*
At 31 December 2014 7,200,000 - 3,600,000 12,758,242 3,715,903 6,440,149 33,714,294
STA
TEM
ENT
OF
CH
AN
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IN
EQ
UIT
Yfo
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ar e
nded
31
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er 2
014
Bahraini Dinars
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- - - - - (985,090) (985,090)- 972,295 - - - - 972,295
352,796 352,796
The financial statements consist of pages 8 to 36.
*During the year, the company sold 6,327,365 treasury shares resulting in profit of BD 352,796.
- - - - -
2013 Share Capital
Treasury shares
Statutory reserve
Capital and development
reserves
Fair value reserve
Retained earnings Total
At 1 January 2013 7,200,000 (972,295) 3,600,000 12,758,242 2,562,309 5,387,001 30,535,257
Comprehensive income
Profit for the year - - - - - 1,087,341 1,087,341
Other comprehensive income
Net change in fair value of available-for-sale investments - - - - 882,404 - 882,404
Amount transferred to income statement on impairment of available-for-sale investments - - - - 240 - 240
Share in fair value reserve of associate - - - - 93,019 - 93,019
Transfer to income statement from fair value reserve of associate - - - - (37,249) - (37,249)
Total other comprehensive income for the year - - - - 938,414 - 938,414
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
- - - - 938,414 1,087,341 2,025,755
Charity donations approved for 2012 - - - - - (15,000) (15,000)
Transactions with shareholders reflected directly in equity - - - - - - -
Dividend declared for 2012 - - - - - (985,090) (985,090)
At 31 December 2013 7,200,000 (972,295) 3,600,000 12,758,242 3,500,723 5,474,252 31,560,922
Bahraini Dinars
The financial statements consist of pages 8 to 36.
STAT
EMEN
T O
F CH
AN
GES IN
EQU
ITY
for the year end
ed 31 D
ecemb
er 2014
11
- - - - - (985,090) (985,090)
352,796 352,796
2014 2013
OPERATING ACTIVITIES
Cash received from customers 6,622,905 5,751,319
Rent received 128,242 135,619
Payments to suppliers (1,536,226) (1,586,761)
Payments for staff salaries and related costs (2,396,909) (2,234,293)
Payments for other overhead expenses (1,505,470) (1,137,050)
Payments for hotel renovation and new hotel project (1,398,800) (2,774,404)
NET CASH USED IN OPERATING ACTIVITIES (86,258) (1,845,570)
INVESTING ACTIVITIES
Interest received 73,551 130,189
Dividends received 1,065,207 956,855
Other receipts 12,776 7,269
Proceeds on redemption of available-for-sale investments 41,192 96,496
Net movement on short-term bank deposits - 202,280
Gain on disposal of property and equipment - 2,024
Payments for acquisition of property and equipments (28,433) (94,464)
NET CASH GENERATED FROM INVESTING ACTIVITIES 1,164,293 1,300,649
FINANCING ACTIVITIES
Dividends paid (924,627) (969,864)
Charity paid (2,500) -
Proceeds on sale of treasury shares 1,325,091 -
NET CASH GENERATED FROM/(USED IN ) FINANCING ACTIVITIES 397,964 (969,864)
NET INCREASE /(DECREASE) IN CASH AND CASH EQUIVALENTS 1,475,999 (1,514,785)
CASH AND CASH EQUIVALENTS AT 1 JANUARY 5,502,433 7,017,218
CASH AND CASH EQUIVALENTS AT 31 DECEMBER 6,978,432 5,502,433
CASH AND CASH EQUIVALENTS per statement of financial position:
Cash and bank balances 1,208,523 913,022
Short-term bank deposits 5,769,909 4,589,411
6,978,432 5,502,433
The financial statements consist of pages 8 to 36.
Stat
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f C
ash
Flo
ws
For
the
year
end
ed 3
1 D
ecem
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201
4
Bahraini Dinars
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1. REPORTING ENTITY
Bahrain Tourism Company BSC (“the Company”) was established pursuant to Amiri Decree 2/1/1974 for the purpose of
building and investing in hotels and other tourism projects.
The Company’s major undertaking is the Crowne Plaza Bahrain Hotel, although investments in property, shares, managed
funds and deposits and other activities now contribute significantly to profits. The Company also owns and operates
Bahrain Tourism Company travel division.
The Company is a subsidiary of the Social Insurance Organisation, which was formed by the merger of the “assets and
liabilities” of General Organization for Social Insurance (“GOSI”) and Pension Fund Commission (“PFC”), which were major
shareholders (holding more than 5% of the outstanding shares) of the Company prior to the merger.
Shareholders
(i) The Company has only one class of equity shares and the holders of these shares have equal voting rights.
(ii) Names and nationalities of the major shareholders and the number of equity shares held in which they have an
interest of 5% or more of outstanding are as follows:
SR. NO NAME NATIONALITY NO. OF SHARES HOLDING%1) Social Insurance Organisation Bahrain 37,077,310 51.50%
2) Yousif Abdulla Amin Bahrain 5,325,702 7.40%
3) Farooq Yusuf Khalil Almoayyed Bahrain 3,849,289 5.35%
(iii) Distribution schedule of equity shares is as follows:
CATEGORIES NO. OF SHARES
NO. OFSHARE HOLDERS
% OF TOTAL OUTSTANDING SHARES
Less than 1% 15,641,579 3,386 21.72%1% up to less than 5% 10,106,120 7 14.03%5% up to less than 10% 9,174,991 2 12.75%10% up to less than 20% - - -20% up to less than 50% - - -50% and above 37,077,310 1 51.50%
72,000,000 3,396 100.00
99.23% of the shares are held by Bahraini individuals and legal entities incorporated in the Kingdom of Bahrain and 0.77%
by other nationalities.
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Bahraini Dinars
2. BASIS OF PREPARATION
a) Statement of compliance
The financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and the
Bahrain Commercial Companies Law 2001.
b) Basis of measurement
The financial statements have been drawn up from the accounting records of the Company under the historical cost convention,
except for available for sale investments which are stated at fair value.
The Company classifies its expenses using the nature of expense method. The Company has two distinct operations, Hotel and
Investments. Hotel operations costs include directly related costs and depreciation. All investment decisions are taken by the
Investment committee of the Board of Directors and no separate fees are paid for their services. General and administrative
expenses pertain to common costs incurred at the holding company for management of the Company.
The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.
c) Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the
Company operates (“the functional currency”). The financial statements are presented in Bahraini Dinars, which is the Company’s
functional and presentation currency. All amounts have been rounded to the nearest Bahraini Dinar, except where otherwise
indicated.
d) Use of estimates and judgements
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and
assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates, assumptions and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods affected.
Significant areas where management has used estimates, assumptions or exercised judgments are as follows:
Judgments
Classification of investments
Upon acquisition of an investment, management decides whether it should be classified as investments carried at fair value
through profit and loss, investments at amortised cost, held to maturity or available for sale.
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2. BASIS OF PREPARATION (Continued)
Estimates
Fair value of financial instruments that are not quoted in an active market
The fair value of investments in managed funds is estimated at net asset values provided by the Investment Managers.
Impairment of receivables
The Company reviews the carrying amounts of the receivables at each reporting date to determine whether the receivables
are impaired. Specific evaluation is made for each receivable balance and the recoverable amount is estimated based on past
experience with each customer and estimated cash flows.
Impairment of available-for-sale investments
The Company determines that available-for-sale equity securities and managed funds at fair value are impaired when there
has been a significant or prolonged decline in the fair value below their cost. The determination of what is significant or
prolonged requires judgment. Where fair values are not available, the recoverable amount of such investment is estimated to
determine impairment. In making this judgement, the management evaluates among other factors, evidence of deterioration
in the financial health of the investee, industry and sector performance, changes in technology, and operational and financing
cash flows.
A 20% or more is used as a reasonable measure for significant decline below cost, irrespective of the duration of the decline.
Prolonged decline represents decline below cost that last for more than 9 months irrespective of the amount.
Useful life and residual value of investment property, property and equipment
The Company reviews the useful life and residual value of the investment property, property and equipment at each reporting
date to determine whether an adjustment to the useful life and residual value is required. The useful life and residual value is
estimated based on the similar assets of the industry, and future economic benefit expectations of the management.
3. SIGNIFICANT ACCOUNTING POLICIES
The Company has consistently applied the accounting policies as set out below to all periods presented in the financial
statements.
a) New standards, amendments and interpretations effective from 1 January 2014
The following standards, amendments and interpretations, which became effective as of 1 January 2014, are relevant to the
Company.
(i) Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities
The amendments to IAS 32 clarify the requirements relating to the offset of financial assets and financial liabilities. Specifically,
the amendments clarify the meaning of ‘currently has a legally enforceable right of set-off’ and ‘simultaneous realisation and
settlement’. The amendments have been applied retrospectively.
The adoption of this amendment had no significant impact on the financial statements. 15
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3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(ii) Amendments to IAS 36 Recoverable Amount Disclosures for Non-Financial Assets
The amendments to IAS 36 remove the requirement to disclose the recoverable amount of a cash-generating unit (CGU) to
which goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment
or reversal of impairment of the related CGU. Furthermore, the amendments introduce additional disclosure requirements
applicable to when the recoverable amount of an asset or a CGU is measured at fair value less costs of disposal. These new
disclosures include the fair value hierarchy, key assumptions and valuation techniques used which are in line with the disclosure
required by IFRS 13 Fair Value Measurements.
The application of these amendments at the Company level had no material impact on the disclosures in the Company’s financial
statements.
(iii) IFRIC 21 Levies
IFRIC 21 on Levies (amendments to IAS 32) provide guidance on the accounting for levies in the financial statements of the
entity that is paying the levy.
The adoption of this amendment had no significant impact on the financial statements.
b) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable, net of discounts, and represents amounts
receivable for goods supplied or services performed. The Company recognises revenues when the amount of revenue can be
reliably measured, when it is probable that future economic benefits will flow to the Company; and when specific criteria has been
met for each of the Company’s activities, as described below:
(i) Hotel revenue
Revenue from room letting is accrued on a daily basis for the period of stay of the guests in the hotel. Revenue from food outlets
is recognised on delivery of the food and beverage to the customer.
Revenue from membership of recreational facilities is recognised on a straight line basis over the period of the membership
contract. Membership fees paid in advance is recognised as liability and released to profit or loss over the period of membership.
(ii) Property income
Property income comprises rent arising from the letting out of investment properties, which is recognized on accrual basis, net
of expenses incurred on maintenance of the properties. Rental income is recognised on a straight line basis over the term of the
lease.
(iii) Dividend income
Dividend income is recognised when the right to receive is established.
(iv) Interest income
Interest income is recognised as it accrues, using the effective interest rate method.16
Bahraini Dinars
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3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
c) Government levy
The Hotel pays a Government levy calculated at 5 percent of the Hotel’s total revenue (net of foreign exchange gains) and is
payable quarterly in arrears to the Government.
d) Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. Trade
receivables are recognised initially at fair value and subsequently measured at amortised cost less provision for impairment.
e) Inventories
Inventories are stated at lower of cost and net realisable values with due allowance being made for damaged and deteriorated
items. Cost is determined on a weighted average basis and includes expenditure incurred in acquiring inventories and bringing
them to their existing location and condition. Net realisable value is the estimated selling price in the ordinary course of business,
less estimated selling expenses.
f) Foreign currency
Monetary assets and liabilities are translated into Bahraini Dinars at year end exchange rates. Transactions in foreign currencies
during the year are converted at the rate ruling at that time. Foreign exchange gains and losses are recognized in profit or loss.
Translation differences for non-monetary items, such as equities classified as available-for-sale investments, are included in a
fair value reserve in equity.
g) Available-for-sale Investments
Classification
Available-for-sale investments are non-derivative investments that are designated as available-for-sale or that are not classified
as another category of financial assets. Available-for-sale investments comprise investments in certain quoted and unquoted
equity securities, and managed funds.
Recognition and Measurement
Available-for-sale investments are initially recognised at fair value, including transaction costs and subsequently re-measured
to fair value using the closing bid prices. Unrealised gains and losses arising from changes in the fair values of Available-for-
sale investments are recognised in other comprehensive income. In the event of sale, disposal, collection or impairment, the
cumulative gains and losses recognised previously in other comprehensive income are transferred to profit or loss. Purchases
and sales of Available-for-sale investments are accounted for on the trade date. Available-for-sale investments where there
is no quoted market price or other appropriate methods from which to derive reliable fair values, are carried at cost less
impairment.
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Bahraini Dinars
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3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value
The fair value of quoted equity securities classified as available-for-sale investments is their quoted bid price at the reporting date.
Investments in managed funds are valued at net asset values provided by the Investment Manager.
Impairment
The Company assesses at each reporting date whether there is objective evidence that a financial asset is impaired. In the case of
equity Investment classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is an
objective evidence of impairment. If such evidence exists, the cumulative loss measured as the difference between the acquisition
cost and the current fair value, less any impairment loss on that security previously recognised in equity is removed and recognised
in profit or loss. Any subsequent recovery in the fair value of an impaired available-for-sale equity investment is recognised in other
comprehensive income.
h) Property and equipment
Property and equipment held for operational purposes are carried at cost less accumulated depreciation and any accumulated
impairment losses. The cost of the properties and equipments includes the cost of bringing them to their present location and
condition. Direct costs are capitalized until properties and equipments are ready for use. Capital work-in-progress comprises the
cost of properties and equipments that are not yet ready for their intended use on the reporting date. The cost of additions and major
improvements are capitalised.
(i) Subsequent cost
The Company recognises in the carrying amount of an item of property and equipment, and the cost of replacing part of such an
item when that cost is incurred if it is probable that the future economic benefits embodied with the item will flow to the Company
and the cost of the item can be measured reliably. All other costs are recognised in profit or loss as an expense as incurred.
(ii) Depreciation
Land is not depreciated. Depreciation is charged to profit or loss on a straight-line basis over the estimated useful lives of each part
of an item of property and equipment as follows:
Hotel and conference centre buildings 20-40 years
Hotel and conference centre furnishings and equipment 2 - 10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. When an item of
property and equipment is sold or discarded, the respective cost and accumulated depreciation relating thereto are eliminated
from the statement of financial position, the resulting gain or loss being recognized in profit or loss.
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3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
i) Investment in associate company
An associate company is an entity in which the Company holds, directly or indirectly, more than 20% of the voting power or exercises
significant influence, but not control, over the financial and operating policies. The investment is initially recognised at cost and the
carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of
acquisition. Distributions received from an investee reduce the carrying amount of the investment. When the Company’s share of losses
exceeds its interest in an associate, the Company’s carrying amount is reduced to nil and recognition of further losses is discontinued
except to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of an associate.
j) Investment property
Investment property are properties which are held either to earn rental income or for capital appreciation or for both but not for the
sale in the ordinary course of business, use in the supply of services or administrative purposes. Investment properties are stated at
cost less accumulated depreciation of the buildings and impairment losses, if any. Depreciation is provided on cost by straight-line
method over the estimated useful lives of the buildings. Land is not depreciated.
k) Treasury shares
When share capital of the Company is repurchased, the amount of consideration paid is recognized as a change in equity. Repurchased
shares classified as treasury shares are carried at cost and are presented as a deduction from equity. Treasury shares were sold during
the year and profit on sale of treasury shares was transferred to Equity.
l) Dividends
Dividends are recognised as a liability in the period in which they are declared.
m) Statutory reserve
In accordance with the Bahrain Commercial Companies Law 2001, 10% of the net profit is appropriated to a statutory reserve, until it
reaches 50% of the paid-up share capital. This reserve is distributable only in accordance with the provisions of the law.
n) Capital and development reserves
In accordance with the recommendations of the Board of Directors and approved by the shareholders, specific amounts were
transferred to the capital and development reserves. The development reserve was set up to fund capital expenditure and is not
intended for distribution.
o) De-recognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers
the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of
the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of
ownership and it does not retain control of the financial asset. The Company derecognises a financial liability when its contractual
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p) Charity Donations
Donation for charity is recognised as a liability in the period in which it is approved.
q) Impairment
The carrying amounts of the Company’s assets (refer note 3g for impairment of available for sale investments) are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its estimated recoverable
amount. All impairment losses are recognized in profit or loss. Impairment losses are reversed only if there is an indication that the
impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount.
r) Employee benefits
Bahraini employees
Pension rights (and other social benefits) for Bahraini employees are covered by the Social Insurance Organisation scheme to which
employees and employers contribute monthly on a fixed-percentage-of-salaries basis. The Company’s share of contributions to this
funded scheme, which is a defined contribution scheme under IAS 19, is recognised as an expense in profit or loss.
Expatriate employees
Employees are entitled to leaving indemnities payable under the Bahraini Labour Law for the Private Sector, based on length of service
and final salary. Provision for this, which is unfunded, and which represents a defined benefit plan under International Accounting
Standard 19 – Employee Benefits has been made by calculating the notional liability had all employees left at the reporting date.
s) Cash and cash equivalents
For the purpose of the statement of cash flows, cash and cash equivalents comprise cash on hand, bank balances and bank deposits
maturing within 3 months when acquired and are subject to insignificant risk of changes in their fair value.
t) Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortized cost using the effective
interest method.
u) Provisions
A provision is recognised in the statement of financial position when the Company has a legal or constructive obligation as a result
of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation.
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4. TRADE RECEIVABLES2014 2013
Gross receivables 577,801 540,656Impairment allowance (72,257) (67,359)Net receivables 505,543 473,297
The movement on impairment allowance is follows:
2014 2013At 1 January 67,359 61,652Charge for the year 4,898 5,707
At 31 December 72,257 67,359
5. INVENTORY 2014 2013Beverages 53,854 52,399General stores and supplies 22,781 22,923
76,635 75,322
6. AVAILABLE-FOR-SALE INVESTMENTS 2014 2013EquitiesQuoted at fair value 4,350,482 4,106,207Unquoted at cost 310,800 310,800
4,661,282 4,417,007Managed fundsAt fair value 143,933 180,665At cost 400 3,732
144,333 184,3974,805,615 4,601,404
The Company intends to exit unquoted equity investments and managed funds principally by sale or exiting on maturity, respectively.
An impairment of BD Nil (2013: BD 2,875) on available-for-sale investments has been recognised during the year.
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7. INVESTMENT IN ASSOCIATE COMPANYa) Details of each of the Company’s material associate at the end of the year is as follows:
Name of the entity Place of business/Country of incorporation
Proportion of ownership and voting power held by the Company Principal activities
African & Eastern
(Bahrain) WLLBahrain 33.33% Import and sale of
merchandise
The above associate is accounted for using the equity method in these financial statements.
b) The following table summarizes the financial information of African & Eastern (Bahrain) WLL as included in its own financial statements. The table also reconciles the summarized financial information to the carrying amount of the Company’s interest in the associate.
2014 2013AFRICAN & EASTERN (BAHRAIN) WLL 33.33%
Total current assets 5,650,947 5,072,737Total non-current assets 13,188,253 12,781,588Total current liabilities (761,177) (1,234,584)Total non-current liabilities (171,462) (138,643)
NET ASSETS (100%) 17,906,561 16,481,098Company’s share of net assets (33.33%) 5,968,798 5,493,642Goodwill 373,666 373,666
CARRYING AMOUNT OF INTEREST IN ASSOCIATE 6,342,464 5,867,308
2014 2013REVENUE 12,774,338 11,702,380
Profit for the year 3,917,823 3,298,394Other comprehensive income (93,101) 161,294
TOTAL COMPREHENSIVE INCOME 3,824,722 3,459,688Company’s share of total comprehensive income (33.33% 1,274,895 1,155,224Dividend received by the company 800,000 697,000
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Carrying value
(33.33%)Goodwill 2014
Total2013Total
At 1 January 5,493,642 373,666 5,867,308 5,035,418Movement during the year: Profit for the year 1,305,930 - 1,305,930 1,099,454Share of fair value reserve (30,774) - (30,774) 93,019Transfer to income statement from fair value reserve of associate - - - (37,249)
Dividends received (800,000) - (800,000) (697,000)
At 31 December 5,968,794 373,666 6,342,464 5,493,642
In applying the equity method, the audited financial statements as of 31 December 2014 have been used.
8. INVESTMENT PROPERTY Land Buildings 2014Total
2013Total
CostAt beginning of year 494,515 1,811,731 2,306,246 2,306,246Addition during the year - - - -At 31 December 494,515 1,811,731 2,306,246 2,306,246
DepreciationAt beginning of year - 1,257,945 1,257,945 1,205,095Charge for the year - 52,278 52,278 52,850
At 31 December - 1,310,223 1,310,223 1,257,945
Net carrying value at 31 December 494,515 501,508 996,023 1,048,301
The fair value of the investment property as at 31 December 2014 is BD 2,435,875 (2013: BD 2,357,989), based on a valuation performed
by an independent property valuer.
7. INVESTMENT IN ASSOCIATE COMPANY (Continued)
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9. PROPERTY AND EQUIPMENT LandCapital
projects inprogress
BuildingsFurniture &Equipment 2014
Total2013Total
CostAt 1 January 991,060 3,393,973 27,832,994 4,379,437 36,597,464 33,519,265Additions - 783,859 1,740,613 748,336 3,272,808 3,082,002Transfer from CWIP/disposals - (2,488,949) - - (2,488,949) (3,833)
At 31 December 991,060 1,688,883 29,573,607 5,127,773 37,381,323 36,597,434
DepreciationAt 1 January - - 16,441,726 3,684,404 20,126,130 18,968,027Charge of the year - - 1,002,709 191,172 1,193,881 1,161,619Charged to operating cost - - - 393 393 287Disposals - - - - - (3,833)
At 31 December - - 17,444,435 3,875,969 21,320,404 20,126,100
Net carrying value at 31 December 991,060 1,688,883 12,129,172 1,251,804 16,060,919 16,471,334
The Crowne Plaza hotel building (freehold) is situated at Diplomatic Area and is used for the Hotel operations of the Company. The building is 38 years old.
The Bahrain Conference Centre building (freehold) is situated at Diplomatic Area and is used to host corporate seminars
and conferences. The building is 20 years old.
10. ACCURED EXPENSES AND OTHER PAYABLES
2014 2013Provision for leave salary 80,082 86,862Provision for charity 59,389 46,889Accrued expenses 258,784 241,254Guest deposit 31,155 46,062Deferred income 23,111 19,286Other payables 382,389 299,299
834,910 739,650
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11. PROVISION FOR LEAVING INDEMNITY
The Company’s contributions to social insurance organisation in respect of Bahraini employees for 2014 amounted to
BD 57,495 (2013: BD 54,804).
The provision for indemnities was as follows:
Provision for indemnities 2014 2013Provision at beginning of year 441,322 360,798Charge during the year 118,603 94,222Indemnities paid during the year (26,338) (13,698)At 31 December 533,587 441,322
12. SHARE CAPITAL
Number2014Value
2013Value
Authorised shares of 100 fils each 150,000,000 15,000,000 15,000,000
Issued and fully paid up shares of 100 fils 72,000,000 7,200,000 7,200,000Treasury shares at cost - - (972,295)In public issue at 31 December 7,200,000 7,200,000 6,227,705
There have been no changes to issued, paid up share capital during the year. Treasury shares have been sold during the year.
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Share statistics 2014 2013Dividend per 100 fils share 12.0 fils 15.0 filsEarnings per 100 fils share (basic and diluted) 23.8 fils 16.6 filsStock Exchange price per share on 31 December 220 fils 254 filsNet asset value per share (on weighted average number of shares) 496.97 480.58Market capitalisation (excluding treasury shares) at 31 December 14,924,699 16,680,849
Earnings per share have been calculated on the basis of the net profit for the year (page 4) divided by the weighted
average number of shares in issue during the year of 67,839,541 (2013: 65,672,635).
13. APPROPRIATIONS The Board of Directors recommend the following appropriations, which are subject to the shareholders’ approval at the annual general meeting:
2014 2013Dividends 864,000 985,090Charity donations 15,000 15,000
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14. HOTEL REVENUE 2014 2013
Room 2,860,363 2,361,018Food and beverage 3,170,983 2,842,837Rental, telephone and others 631,132 506,726
6,662,478 5,710,581
15. OPERATING COSTS 2014 2013
Staff salaries 2,039,173 1,914,936Directly related costs of hotel services 2,031,407 1,718,617Utilities and maintenance expense 171,253 211,306Electricity expenses 194,036 152,218Advertising and marketing expenses 184,485 143,419Management fees 192,080 145,385Travel and entertainment expenses 31,999 31,993Other expenses 89,321 84,245
4,933,754 4,402,119
16. GENERAL & ADMINISTRATIVE EXPENSES 2014 2013
Staff cost 443,616 418,911Directors remuneration 64,000 60,000Professional fee 24,722 19,355Share registration fee 10,360 10,360Insurance 43,353 40,989Other expenses 63,877 67,773
649,928 617,388
17. COMMITMENTS AND CONTINGENT LIABILITIES 2014 2013Letter of guarantee 206,352 203,352
As at 31 December 2014, the Company had commitments of BD 1,673,608 (2013: BD 2,177,667) related to the new hotel
project and BD Nil (2013: BD 73,000) for the hotel renovation.
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18. RELATED PARTY TRANSACTIONS
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions. Related parties include entities over which the Company
exercises significant influence, major shareholders, directors and key management personnel of the Company.
Transactions with entities controlled by directors, or over which they exert significant influence. There were no capital
expenditure payments during the year for hotel projects made to director-controlled entities where the directors were
interested
a) Transactions and balances with and from related parties2014 2013
Social insurance contributions to the parent company 57,495 54,804Purchases of merchandise from an associate company 110,195 89,563Capital expenditure payments to director-controlled entities - 52,917
2014 2013Payable to associate company 14,212 14,317
b) Transactions with key management personnel
Key management personnel of the Company comprises of the Board of Directors, the Chief Executive Officer and key
members of management having authority and responsibility for planning, directing and controlling the activities of the
Company. The key management personnel compensation is as follows:
Directors’ interest in the shares of the Company as at the year end was as follows: 2014 2013
Total number of shares held by Directors 416,150 458,300As a percentage of the total number of shares outstanding 0.58% 0.70%
2014 2013Directors' remuneration 64,000 60,000Directors Meeting Attendance Fees 15,000 15,300Salary and other allowances to key management personnel 453,204 459,048Other receivables 16,131 12,273
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19. SEGMENT INFORMATION
The Company has three distinct operating segments, Hotel, Investments and Travel, which are the Company’s strategic business
units. The strategic business units offer different products and services, and are managed separately because they require
different strategies for management and resource allocation within the Company. For each of the strategic business units, the
Company’s Chief Executive Officer (chief operating decision makers) reviews internal management reports.
The following summary describes the operations in each of the Company’s operating reportable segments:
• Hotel: Provision of hotel facilities and other services to individual and corporate customers;
• Investments: This segment is focused on investing the surplus funds of the Company in investments in equity shares, mutual
funds, and associates and monitoring the performance of the portfolio on a timely basis. The investments are not traded, but
held as available for sale securities.
• Travel: The Company also has a travel division which provides ticketing and travel agency services to customers.
Information regarding the results of each reportable segment is included below. The performance of each operating segment
is measured based on segment profits. Segment profits is used to measure performance as management believes that such
information is most relevant in evaluating the results of certain segments relative to other entities that operate within these
industries. There are no significant inter segment transactions. Segment assets, liabilities and related income/costs are directly
related to the respective segment. There are no funds allocated between segments.
The Company operates in Bahrain and does not have operating units in other locations and hence all revenues generated are
attributable to its activities from Bahrain.
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Hotel Operations Investments Travel Total
2014 2013 2014 2013 2014 2013 2014 2013Revenue from external customers 6,662,478 5,710,581 429,900 404,375 72,299 76,664 7,164,677 6,191,620
Income from Associate - - 1,305,930 1,099,454 - - 1,305,931 1,099,454Interest income - - 76,276 125,381 - - 76,276 125,381Total segment revenue 6,662,478 5,710,581 1,812,106 1,629,210 72,299 76,664 8,546,883 7,416,455
Operating costs (4,933,754) (4,402,119) (673,820) (641,004) (79,957) (68,647) (5,687,531) (5,111,770)Depreciation (1,193,881) (1,161,619) (52,278) (52,850) - - 1,246,160 (1,214,469)Impairment of assets - - - (2,875) - - - (2,875)Total segment costs (6,127,635) (5,563,738) (726,098) (696,729) (79,957) (68,647) (6,933,691) (6,329,114)Segment profit/(loss) 534,843 146,843 1,086,008 932,481 (7,659) 8,017 1,613,192 1,087,341
Segment assets 16,852,453 16,999,288 18,980,358 16,983,386 89,819 214,666 35,922,385 34,197,340Segment liabilities (961,828) (942,845) (1,155,978) (1,614,287) (90,295) (79,286) (2,208,091) (2,636,418)Capital expenditure (783,859) (3,082,002) - - - - (783,859) (3,082,002)
The total assets of investments segment include BD 6,342,464 (2013: BD 5,867,308) investment in associate company.
Geographical distribution of revenue and assets
All assets and liabilities of the Company are located in Bahrain except for investments in managed funds which are located outside Bahrain.
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial instruments consist of financial assets and financial liabilities.
Financial assets of the Company include cash and bank balances, deposits, receivables and available for sale investments.
Financial liabilities of the Company include payables.
The Company has exposure to the following risks from the use of financial instruments:• Credit risk• Liquidity risk
• Market risk
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20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risks. Further quantitative disclosures are included throughout these financial statements.
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
Day to day monitoring of the Company’s activities and risks is performed by the Board Committees and the Chief Executive Officer.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate
risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly
to reflect changes in market conditions and the Company’s activities.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss.
The Company seeks to limit its credit risk with respect to customers by means of the following policies:
• Credit risk is actively managed and rigorously monitored in accordance with well-defined credit policies and procedures laid down by the Company. • Credit review procedures are designed to identify at an early stage exposure, which require more detailed monitoring and review.• Cash is placed with banks with good credit ratings.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:
2014 2013Bank balances 1,198,428 903,018Short-term bank deposits 5,769,909 4,589,411Trade receivables 505,543 473,297Other receivables 38,402 46,637
7,512,282 6,012,363
The maximum exposure to credit risk from receivables at the reporting date by segment was:2014 2013
Government 145,635 15,982Non-government 359,908 457,315
505,543 473,297
The Company does not hold any collateral against the above receivables.
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20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
The ageing of receivables at the reporting date was:2014 2013
Gross Impairment Gross Impairment 0-30 days 262,983 - 207,480 -
31-90 days 134,367 - 156,505 -91-365 days 59,342 - 68,388 -
Over one year 121,109 72,257 108,283 67,359577,801 72,257 540,656 67,359
2014 2013Neither past due nor impaired 262,983 205,596Past due but not impaired 242,560 267,701Past due and impaired 72,257 67,359
577,801 540,656
Liquidity Risk, also referred to as funding risk, is the risk the Company will encounter difficulty in raising funds to meet
obligations associated with its financial liabilities. Liquidity risk may result from an inability to sell a financial asset quickly
at close to its fair value.
Liquidity requirements are monitored on a daily basis and the management ensures that sufficient funds are available to
meet any future commitments. In the normal course of business, the Company does not resort to borrowings but has the
ability to raise funds from banks at short notice.
The following are the contractual maturities of financial liabilities:
Carrying value 0-3 months 4-6 months 7-12 months 1-5 yrs over 5 yrs31 December 2014
Trade payables 410,777 410,777 - - - -Other payables 382,389 380,484 1,905 - - -Dividend payable 428,817 428,817 - - - -Total 1,221,983 1220,078 1,905 - - -
Carrying value 0-3 months 4-6 months 7-12 months 1-5 yrs over 5 yrs31 December 2013
Trade payables 1,087,092 1,087,092 - - - -Other payables 299,299 286,317 12,982 - - -Dividend payable 368,354 368,354 - - - -Total 1,754,745 1,741,763 12,982 - - - 31
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20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
Exchange rate risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.
The Company is exposed to foreign exchange risk on its available for sale investments, other than those in Bahraini Dinar or US Dollars,
since the Bahraini Dinar is effectively pegged against the US Dollar. Included in available-for-sale investments are sterling investments
of £ 10,640 (BD 6,247) (2013: £ 10,640 (BD 6,832).
Change in market foreign exchange rates will not have a significant impact on the carrying value of the investments.
Market risk is the risk that that changes in market prices will affect the Company’s income or the value of its financial instruments; whether those changes are caused by factors specific to the individual security or its issuer or factors affecting all investments traded in the market.
The Company is exposed to market risk with respect to its available-for-sale investments.
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to interest rate risks on its short-term bank deposits.
The Company’s interest rate risk arises from its interest bearing short-term bank deposits. These carry a fixed rate of interest and
mature within 3 months. Change in market interest rate will not have a significant impact on the carrying value of the deposits due to
short term characteristics of these deposits.
20132014 2.01%1.47%Effective interest rate on short-term deposits
A 100 bps fluctuation in the interest rates would result in a BD 57,670 (2013: BD 45,894) variation in profit.
Fair Value and classification of financial instrumentsFair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.
Underlying the definition of fair value is a presumption that an enterprise is a going concern without any intention or need to liquidate,
curtail materially the scale of its operations or undertake a transaction on adverse terms.
Other than certain available-for-sale investments carried at cost of BD 311,200 (2013: BD 314,532), the estimated fair values of the
Company’s other financial instruments are not significantly different from their carrying value.
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2013 Loans and receivables
Available for sale
Others at amortised cost
Total carrying amount
Cash and bank balances 913,022 - - 913,022
Short-term bank deposits 4,589,411 - - 4,589,411
Trade receivables 473,297 - - 473,297
Available-for-sale investments - 4,601,404 - 4,601,404
Other receivables 46,637 - - 46,637
6,088,245 4,601,404 - 10,689,649
Trade payables - - 1,087,092 1,087,092
Other payables - - 194,276 194,276
Dividend payable - - 368,354 368,354
- - 1,649,722 1,649,722
ii) Fair value hierarchy
a) Financial instruments measured at fair value:
The table below analyses financial instruments measured at fair value at the end of the reporting period, by the level in the
fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values recognised
in the statement of financial position.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Trade payables - - 410,777 410,777
Other payables - - 146,499 146,499
Dividend payable - - 428,817 428,817
2014 Loans and receivables
Available for sale
Others at amortised cost
Total carrying amount
Cash and bank balances 1,208,523 - - 1,208,523
Short-term bank deposits 5,769,909 - - 5,769,909
Trade receivables 505,543 - - 505,543
Available-for-sale investments - 4,805,615 - 4,805,615
Other receivables 38,402 - - 38,402
20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
i) The classification of financial instruments is as follows:
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20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly observable from market data.
Level 3: Valuation techniques using significant unobservable inputs. This category includes instruments where the valuation
technique includes inputs not based on market observable data. The table below analyses financial assets and liabilities
carried at fair value, by valuation method.
At 31 December 2014 Level 1 Level 2 Level 3 Total
Available for sale investments:
Quoted equity shares 4,350,482 - - 4,350,482
Managed funds - 143,933 - 143,933 Total 4,350,482 143,933 - 4,494,415
At 31 December 2013 Level 1 Level 2 Level 3 Total
Available for sale investments:
Quoted equity shares 4,106,207 - - 4,106,207
Managed funds - 180,665 - 180,665
Total 4,106,207 180,665 - 4,286,872
b) Other financial assets and liabilities:The carrying amount of the Company’s other financial assets and liabilities approximate their fair values due to their short term nature.
c) Assets not measured at fair value but where fair value is disclosed
At 31 December 2014 Level 1 Level 2 Level 3 Total
Investment properties - 2,435,875 - 2,435,875
Total - 2,435,875 - 2,435,875
At 31 December 2013 Level 1 Level 2 Level 3 Total
Investment properties - 2,357,989 - 2,357,989
Total - 2,357,989 - 2,357,98934
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20. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)The fair value of the investment properties has been valued by an independent valuer not related to the Company. The independent valuer has appropriate qualifications and recent experience in the valuation of properties in the relevant locations. The fair value was determined based on market comparable approach that reflects recent transaction prices for similar properties. There has been no change to the valuation technique during the year.
Capital managementThe Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Company defines as total shareholders’ equity and the level of dividends to shareholders.
There were no changes in the Company’s approach to capital management during the year. The Company is not subject to
externally imposed capital requirements. Refer note 1 for details of share capital.
21. NEW INTERNATIONAL FINANCIAL REPORTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after 1 January 2014, and have not been applied in preparing these financial statements. Those which are relevant to the company are set out below. The company doesn’t plan to early adopt these standards.
(i) IFRS 9 ‘Financial Instruments’IFRS 9 published in July 2014, replaces the existing IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39.
IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted.
The Company is assessing the potential impact on its financial statements resulting from the application of IFRS 9.
(ii) IFRS 15 – Revenue from Contracts with Customers
IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces
existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty
Programmes.
IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2017, with early adoption permitted. The
Company is assessing the potential impact on its financial statements resulting from the application of IFRS 15.
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21. NEW INTERNATIONAL FINANCIAL REPORTING STANDARDS, AMENDMENTS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE (Continued)
(iii) Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation
The amendments to IAS 16 prohibits entities from using a revenue based depreciation method for items of property, plant
and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for
amortisation of an intangible asset. This presumption can only be rebutted if the intangible asset is expressed as a measure
of revenue or when it can be demonstrated that revenue and consumption of the economic benefits of the intangible asset
are highly correlated.
The amendments apply prospectively for annual periods beginning on or after 1 January 2016. The above amendments does
not have any material impact on the financial statements of the Company.
(iv) Annual improvements to IFRSs 2010-2012 cycle and 2011-2013 cycle The annual improvements to IFRSs to 2010-2012 and 2011 -2013 cycles include a number of amendments to various IFRSs.
Most amendments will apply prospectively for annual periods beginning on or after 1 July 2014; earlier application is permitted
(along with the special transitional requirement in each case), in which case the related consequential amendments to other
IFRSs would also apply.
The Company is assessing the potential impact on its financial statements resulting from the application.
Early adoption of standardsThe Company did not early-adopt new or amended standards in 2014.
22. COMPARATIVESCertain prior year amounts have been regrouped to conform to the presentation in the current year. Such regroupings do
not affect previously reported net profit for the year, comprehensive income for the year or equity.
23. SUBSEQUENT EVENTSubsequent to the reporting date, the Company received two non-binding offers; one to take over 100% of the shares through a share swap; and the other for merger with another Company. The Company has informed the Central Bank of Bahrain and the Bahrain Bourse regarding these letters, and required actions will be taken.
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CORPORATE GOVERNANCE DISCLOSURESCorporate Governance is an internal system that encompasses policies, processes and people to make sure that the needs of the shareholders and other stakeholders are met in full. This is accomplished by directing, controlling and managing activities using good business practices, objectivity, accountability and integrity.
An effective Corporate Governance structure is derived from strong legislative requirements, corporate culture of the organization, commitment of the Board and senior management towards the Corporate Governance framework and approach of the Company to adopt governance with integrity.
An effective Corporate Governance program not only acts as a savior for the protection of rights of the shareholders and connected stakeholders but also can play a pivotal role in the control, governance and growth of the Company.
The Board of Bahrain Tourism Company (BTC) assumes full responsibility of effective implementation of Corporate Governance Code in both letter and spirit.
In order to ensure the establishment of effective Corporate Governance structure,the Board has initiated various steps. Deliberations of the Board in this regard are briefed below.
Responsibilities of the BoardIt is the responsibility of the Board to oversee the direction and management of the Company in accordance with the applicable law, the Company’s Articles and applicable rules and regulations, while adhering to high ethical standards.
The role of the Board is to govern the Company rather than to manage it. In general, the Board is responsible for and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. The Board is also accountable to the members and the participants of the Company for the business operations and affairs of the Company. Specifically Board’s responsibilities include but are not limited to:
g Strategic planning & budgeting g Corporate governance g Key personnel management g Financial management g Risk managementg Internal control system
Further, the Board approves all the business transactions which are required to be approved by the Board either by the applicable statutes or by the internal policies and procedures.
The Directors are responsible both individually and collectively for performing these responsibilities. Although the Board may delegate certain functions to committees or the management, it may not delegate its ultimate responsibility to ensure that an adequate, effective, comprehensive and transparent Corporate Governance framework is in place. 37
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The role of the senior management is to manage the Company in accordance with the directions and delegations of the Board and the responsibility of the Board is to oversee the activities of management in carrying out these delegated duties.
Code of Conduct for Employees and DirectorsThe Board has formulated a Code of Conduct with a view to maintain an environment and culture that is honest, trustworthy and professional. The coderequires Directors and Officers to embrace these values together with the values of fairness, integrity and excellence.
Conflict of Interest and Related DisclosuresThe Board has formulated and enforced conflict of interest policy to streamline or limit business transactions with Board members and officers, who can influence the actions of Company in which they have a direct or indirect personal interest. This policy requires Board members to disclose potential conflicts and update their information regularly.
Related Party TransactionsThe Board has formulated the process to ensure that:g the interests of Company are protected in related party transactions,g all related party transactions are properly scrutinized and approved by the Board and g abusive related party transactions are prevented.
Whistle BlowingThe Board has formulated a whistle blower program to provide opportunity to employees and encourage them to raise their voice in good faith, in case they observe unethical and improper practices or any other wrongful conduct in the Company.
Induction and Training of the Board membersIn order to ensure that the Board is familiar with their roles, responsibilities and to ensure that the individual Directors contribution to the Board is from the beginning of his/her term, every new member of the Board undergoesa formal and tailored induction. The Directors are encouraged for their continued professional development and where necessary training sessions are arranged for the Directors.
Performance Appraisal of the Board and its CommitteesThe Board must review its performance as well as the performance of the individual Directors (including the CEO) and the committees of the Board at least annually. This is an important element of the Board’s monitoring role, especially with regards to long term growth of the Company and of shareholder value.
Performance evaluation is the responsibility of the Board. However, the Board may seek external experts to assist the Board in the process as and when required.
Disclosure PolicyThe Board of BTC aspires to:g provide accurate, timely and balanced disclosure of material information about the Company,
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g report its financial results and the status of its business with accuracy and transparency in an understandable and clear manner; g comply fully with all applicable laws, regulations and rules governing disclosure, andg ensure that such information is easily accessible by the Company’s stakeholders.
Key Person Dealing PolicyThe Company has in place the policy and procedure for key person dealing in Company shares. Insiders and key persons have been made aware of their responsibilities and the procedure to be followed by them in this regard.
Compliance with Corporate Governance CodeThe Board is responsible for implementation and compliance with the Corporate Governance Code. The Board continuously monitors its Corporate Governance framework to ensure compliance with High Level Control Volume of CBB Rule Book Volume VI and Corporate Governance Code issued by MOIC.
The Board has revisited its assessment and necessary changes were made in the framework to ensure compliance with Corporate Governance Code.
Significant Changes in Corporate Governance Framework During the financial year 2014, the Board constituted the Nominating and Remuneration Committee and Corporate
Governance Committee to assist the Board in accomplishing its responsibilities
Composition of the Board The Board is comprised of eight (8) members.The Board is governed by Board charter, Article of Association and all applicable statutes. The Board is required to meet at least 4 times in a year. The Directors are appointed by theBoard as per provisions of Articles of Association and Commercial Company’s Law. The term of Director’s office is three years.
Name of the Board Members Position Executive/Non-executive
Independent/ Non-Independent Term End of the
term date
Mr. Qassim Mohammed Fakhroo Chairman Non-Executive Independent 3 years March 31,2017
Mr. HamedMohd. A. K. Al Awadhi V. Chairman Non-Executive Non-Independent 3 Years March 31,2017
Mr. Waleed Ahmed Al Khaja Director Non-Executive Non-Independent 3 Years March 31,2017
Mr. Adel Hussain Maskati Director Non-Executive Independent 3 Years March 31,2017
Mr. Jalal M. Jalal Director Non-Executive Independent 3 Years March 31,2017
Mr. Jamal Abdulla Al Mutawa Director Non-Executive Non-Independent 3 Years March 31,2017
Mr. Reyadh Ahmed Al Mahmeed Director Non-Executive Non-Independent 3 Years March 31,2017
Ms. Najah Hassan Al Arabi Director Non-Executive Non-Independent 3 Years March 31,2017
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Board Meetings9 Board meetings were held in the financial year 2014. The attendance of the Board members was as follows:-
Name Position 19-02-2014
06-04-2014
07-05-2014
06-08-2014
30-09-2014
12-11-2014
30-11-2014
23-12-2014
18-01--2015
Mr. Qassim Mohammed Fakhroo Chairman ✓ ✓ ✓ x ✓ x x ✓ ✓
Mr. Hamed Mohd. A. K. Al Awadhi V. Chairman
x ✓ ✓ ✓ ✓ ✓ ✓ x ✓
Mr. Waleed Ahmed Al Khaja Director ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Mr. Adel Hussain Maskati Director x ✓ ✓ ✓ x x x ✓ ✓
Mr. Jalal M. Jalal Director ✓ ✓ ✓ x x x ✓ x ✓
Mr. Jamal Abdulla Al Mutawa Director x ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓
Mr. Reyadh Ahmed Al Mahmeed Director ✓ ✓ ✓ x ✓ ✓ ✓ ✓ x
Ms. Najah Hassan Al Arabi Director ✓ ✓ ✓ ✓ ✓ x ✓ ✓ ✓
Ms. Abdulla Turkey Director ✓ - - - - - - - -Ms. Hala Yateem Director ✓ - - - - - - - -
PROFILE OF THE BOARD
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Mr. Qassim Mohamed Yousif Fakhroo (Independent)
Brief History/Biography Mr. Qassim Mohammed Fakhroo is a BA in Business Administration from American University, Cairo.
Currently, he is the Chairman of Mohammed Fakhroo& Bros, Deputy Chairman of BANZ Group, Chairman of Fakhroo Information Technology Services, Chairman of Areej Trading Est., Chairman of Fakhroo Investment Company, Chairman of Fakhroo Trading Agencies and Chairman of Bahrain Tourism Company.
Term of OfficeMr. QassimFakhroo was appointed as Chairman in 2014 for a period of 3 years and is an Independent Non-executive Director.
Mr. QassimFakhroo is serving as the Chairman from 2005 and as a Director from 1974.
Business Title & Professional ExperienceChairman, Mohammed Fakhroo& Bros.Over 43 years
Committee Membership Project Committee, Nomination and Remuneration
Brief History/Biography Mr. Hamed Mohammed AqeelAlawadi obtained the diploma in building management and Bsc in civil engineering from Bahrain Polytechnic. • He is the CEO of Amlak Social Insurance Org. development company since Feb. 2013 • CEO of OmranAlBahrain real estate Investment Co. May 2006-June 2012 • Manager - Business Development, Bait AlEnma. Feb 2004- April 2006 • Head of planning and design, EWA. October 1985- Jan 2004Term of OfficeMr. Alawadhi was nominated by SIO on the Board on 4/6/2014 for 3 years term and he is the deputy chairman of the board of directors.
Business Title & Professional Experience in YearsExecutive Director in SIOMore than 30 years.
Committee Membership Nomination and Remuneration and Corporate Governance committee.
Ms. Thabia Abdulla AlManaea (Independent)
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Mr. Hamed Mohammed Aqeel Alawadi
(Non Independent)
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Mr. Waleed Ahmed Al Khaja (Non Independent)
Brief History/Biography Mr. Waleed Ahmed Al Khajah obtained a Bachelor’s Degree in Business Administration from North Texas State University in 1985.
He joined SIO in 2005 after 19 years with Ministry of Finance. Mr. Al Khajah served on the Board and Board Committees in Bahrain Telecommunication Co., Seef Properties and AMAK & Sons. He enjoys a wealth of experience, knowledge and professionalism in the Investment business sector.
Term of OfficeMr. Khajah is nominated by SIO in 2014 for a period of 3 years and is a Non-Independent executive DirectorMr. Khajah is serving on the Board since 2009.
Business Title & Professional Experience in YearsExecutive Director in SIO29 years
Committee Membership Investment Committee, Project Committee and Nomination and Remuneration
Mr. Adel Hussain Al Maskati(Independent)
Brief History/Biography Mr. Adel Makati Hussain holds a Master’s Degree in Engineering since 1977.
Mr. Maskati worked in the Oil Industry from 1978 to 1993. Mr. Maskati joined Maskati Commercial Services in 1993, a Company that manage manufacturing plants, trades in industrial products and manages investment portfolios. He served on the Board and Board of committees in Bahrain Petroleum Co. (Bapco), Bahrain Telecommunication Company, United Packing Industries Co BSC(c), Abu Dhabi Paper Mills co., Bahrain Chamber of Commerce and Industry, Labour Market Regulatory Authority, Bahrain Economic Development Board, Gulf Air and National Health Regulatory Authority.
Term of OfficeMr. Maskati was elected in 2014, as Non-Executive Independent Director for 3 years. Maskati has been serving the Board since 2004.
Business Title & Professional Experience in YearsManaging Director, Maskati Commercial Services BSC(c)37 years
Committee Membership Audit Committee, Project Committee, Nomination and Remuneration and Corporate Governance committee.
Brief History/Biography Mr. Jalal M. Jalal is a graduate in Business Administration from United Kingdom. He was a member of Shura Council and Served on the Board of Chamber of Commerce. Currently, he is on the Board as a Chairman of Gulf Business Machines, Bahrain Airport Services and Bahrain Business Machines. He is Serving as Managing Director in Awal Printing Press. Other Board membership includes AwalReadymix Concrete Co., Bahrain Cinema Company, Bahrain Duty Free, BANZ, Aer Rianta Middle East, Bahrain Tourism Company and BIADCO.
Term of OfficeMr. Jalal is Non-Executive Independent Director, elected in 2014 for a period of 3 years.Mr. Jalal has been serving on the Board since 2005.
Business Title & Professional ExperienceChairman and Founder of Mohammed Jalal & SonsExperience of over 38 Years
Committee Membership Audit Committee, Project Committee and Corporate Governance committee.42
Mr. Jalal M. Jalal (Independent)
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Mr. Reyadh Ahmed Al-Mahmeed(Non-independent)
Brief History/Biography Mr. Reyadh obtained Diploma in IT Operation Management from (Hoskyns - United Kingdom), Management Diploma from (Pink Elephant Institute-United Kingdom), Technical Training Certificates from (IBM – U.S.A) & (IBM – U.K), Diploma in Medical Equipment from College of Health Sciences (Bahrain). Mr. Reyadh was Head of IT Operation Section, Head of IT Operation& Technical Support Sections, Assistant Director of Operation, Network & Technical Support, Executive Director of Information Technology Department.
Term of OfficeMr. Reyadh was nominated by SIO in 3/2013 Mr. Reyadh is a member in Bahrain International Golf Course Company Board since 03/2012
Business Title & Professional ExperienceExecutive Director for IT in SIOEmployed Since 1984Experience of over 32 years
Committee Membership Audit Committee
Mr. Jamal Abdulla Almottawa(Non-independent)
Brief History/Biography Mr. Jamal holds a Master degree in Business Administration from university of Bahrain in 2001, BSc in Major in Information System Management from University of Maryland in 1998, INSTITUTE OF COMMERCIAL MANAGEMENT Diploma in English Language in 1992, UNIVERSITY OF CAMBRIDGEFirst Certificate of English (FCE) in 1991, BUSINESS TRAINING INSTITUTE Diploma in Advanced Business English in 1986Term of OfficeMr. Jamal was nominated by SIO on the Board in 6/4/2014 for the period of 3 years, and is NON-Independent executive Director. Mr.Jamal is a Board member and Audit Committee Vice Chairman at Bahrain Credit Facilities Company since 2012Board since 2008.Business Title & Professional ExperiencePresent Executive Director of Internal Audit (Chief Audit Executive) Employed Since 1984Experience of over 31 YearsCommittee Membership Audit & Corporate Governance Committee and Project & Investment Committee.
Remuneration of the Board Board Members are provided remuneration for attending Board Meetings and annual remuneration is BD 64,000 and meeting fees paid during the year amounted to BD 15,000.Board Committees The Board has formulated the following Committees to assist it in its responsibilities:- g Audit and Corporate Governance Committeeg Nominating and Remuneration Committee g Project and Investment Committees
Profile of the Committees is as below.
Audit and Corporate Governance Committee The Audit Committee is appointed by the Board and is charged with assisting the Board in its supervision of:-g Company’s accounting and financial practices, g The integrity of the Company’s financial statements,g Company’s financial and internal controls, g Compliance with legal and regulatory requirements, including the Company’s ethical standards and policies, g The appointment, qualifications, compensation, independence and performance of the Company’s external auditor, and g The appointment and performance of the Company’s internal audit function.
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Brief History/Biography Mrs. Najah Alarabi is having BSc. in Foreign Trade from University of Halwan. Egypt. She is also having Diploma in Social Insurance Studies from Almuhanna Foundation-Lebanon.Currently she is on board of Gulf Diabetes Special Center, private Ownership Company.
Term of OfficeMrs. Najah Alarabi is an Executive director, elected in March 2013.Mrs. Najah Alarabi has been serving on the board since March 2013.
Business Title & Professional ExperienceHead of pension Rights in the Military Pension Fund.Experience of over 30 Years.
Committee Membership Nomination and Remuneration committe
Mrs.Najah Hassan Y. Alarabi(Non-independent)
The Corporate Governance Committeeis appointed by the Boardto assist it in developing Company’s Corporate Governance Policy framework and recommending changes from time to time to the framework developed.
Composition of Audit and Corporate Governance Committee
Name of the Board Members Position Executive/Non-executive
Independent/Non-Independent End of the term
Mr. Adel Hussain Maskati Chairman Non-Executive Independent March 31,2017
Mr. Jamal Al Mutawa Vice Chairman Non-Executive Non-Independent March 31,2017
Mr. Waleed Al Khaja Director Non-Executive Non-Independent March 31,2017
Mr. Jalal M. Jalal Director Non-Executive Independent March 31,2017
Mr. Reyadh Ahmed Al Mahmeed Director Non-Executive Non-Independent March 31,2017
Audit and Corporate Governance MeetingsAudit Committee is required to meet 4 times in a year and Corporate Governance committee is required to meet 2 times in a year. During the financial year 2014,5 committee meetings were held. Attendance record of the meetings is tabulated below.
Name Position 19-02-2014 07-05-2014 06-08-2014 25-09-2014 12-11-2014
Mr. Adel Hussain Maskati Chairman ✓ ✓ ✓ ✓ ✓
Mr. Jamal Al Mutawa Vice Chairman
✓ ✓ ✓ ✓ ✓
Mr. Waleed Al Khaja Director ✓ ✓ ✓ ✓ ✓
Mr. Jalal M. Jalal Director ✓ ✓ x ✓ x
Mr. Reyadh Ahmed Al Mahmeed Director ✓ ✓ x ✓ ✓
Nominating and Remuneration Committee The Committee is appointed by the Board and is charged with assisting the Board in:- g identifying persons who are qualified to become members of the Board and senior executive management of the company, with the exception of the appointment of the internal uditor,g Reviewing the Company’s remuneration policies for the Board and senior management,g Making recommendations regarding remuneration policies and amounts for specific persons to the whole Board, and g Remunerating Board members based on their attendance and performance.
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Composition of Nomination and Remuneration Committee
Name of the Board Members Position Executive/Non-executive
Independent/Non-Independent End of the term
Mr. Qassim Mohammed Fakhroo Chairman Non-Executive Independent March 31,2015Mr. Jalal M. Jalal V. Chairman Non-Executive Independent March 31,2015Mr. Adel Hussain Maskati Director Non-Executive Independent March 31,2015Mrs. Najah Hassan Y. Alarabi Director Non-Executive Non-Independent March 31,2015Mr. Hameed Al Awadhi Director Non-Executive Non-Independent March 31,2015Mr. Waleed Ahmed Al Khaja Director Non-Executive Non-Independent March 31,2015
Nomination and Remuneration Committee MeetingsCommittee is required to meet 2 times in a year. During the financial year 2014,2 committee meetings were held. Attendance record of the meetings is tabulated below.
Name Position 06-04-2014 06-08-2014Mr. Qassim Mohammed Fakhroo Chairman ✓ ✓Mr. Jalal M. Jalal V. Chairman ✓ ✓Mr. Adel Hussain Maskati Director ✓ ✓Mrs. Najah Hassan Y. Alarabi Director ✓ ✓Mr. Hameed Al Awadhi Director x ✓Mr. Waleed Ahmed Al Khaja Director ✓ ✓
Project and Investment Committee The Project Committee is appointed by the Board and is charged with assisting the Board in its oversight of strategic decision making and will serve as the primary point of contact for Board in determining the growth of the Company in a visionary manner and in the light of the mission statement. g Oversight the investment activity of the Company g Periodic review of investment portfoliog Critical appraisal of the investment portfoliog Defining the investment universe of the Company g Providing foundation of the investment decisions
Composition of Project and Investment Committee
Name of the Board Members Position Executive/Non-executive
Independent/Non-Independent End of the term
Mr. Qassim M . Fakroo Chairman Non-Executive Independent March 31,2017Mr. Hameed Al Awadhi Director Non-Executive Non-Independent March 31,2017Mr. Adel Hussain Maskati Director Non-Executive Independent March 31,2017Mr. Waleed Ahmed Al Khaja Director Non-Executive Non-Independent March 31,2017Mr. Jamal Al Mutawa Director Non-Executive Non-Independent March 31,201746
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Project and InvestmentCommittee MeetingsCommittee is required to meet 4 times in a year. During the financial year 2014, 4 committee meetings were held. Attendance record of the meetings is tabulated below.
Name Position 24-03-2014 14-05-2014 29-06-2014 27-08-2014
Mr. Qassim M . Fakroo Chairman ✓ ✓ x ✓
Mr. Hameed Al Awadhi Director ✓ ✓ ✓ ✓
Mr. Adel Hussain Maskati Director ✓ ✓ ✓ ✓
Mr. Waleed Ahmed Al Khaja Director ✓ ✓ ✓ x
Mr. Jamal Al Mutawa Director ✓ ✓ ✓ ✓
1. Chief Executive Officer
Mr. Abdulnabi Mohammed Daylami holds Acadamic Certificate in Hotel and Tourism Operations. He worked in Hotels in Bahrain and in United Kingdom and has experience in Hotel and Tourism Investment Operations over 35 years. He worked previously in Banking Activities. He also worked as Consultant for Hotels and Tourism Projects.
Currently, he is a Member of Supreme Council for Tourism, Chairman of Executive Committee of Bahrain Five Star Hotels and Chairman of Tourism Services Company Owned by “Bahrain Five Star Hotels”, Member of Supreme council of Tourism and Bahrain Chamber of Industry and Commerce - Tourism Committee.
Previously he was a Member of High Council for Training, Chairman for Specific Council for Hospitality and a Member in International Holiday Inn Hotels Executive Committee representing Holiday Inn Hotels Owners in Middle East up to the year 2001.
Mr. Daylami contributed in many conferences specialized in Hotels and Tourism activities.
He joined Bahrain Tourism Company in 1976.
SENIOR MANAGEMENTThe Company is committed to maintain sufficient and effective management structure which would enable the company to achieve its business objectives.
Existing management portfolio of the Company comprises of the following:-
Mr. Abdulnabi Mohammed Daylami
3. Property Manager
Mr. Ali Juma Ghuloom is having Diploma in Accounts and Book Keeping from University of Bahrain. Besides this he has various short and medium term Banking courses in Admin, Credit and Operations.Currently Mr. Juma is in a post of Administration and Properties Manager, and a member of Bahrain Taiwan society.
Mr. Juma has got more than 21 years banking experience. He works with Future bank, Bahraini Saudi Bank and Emirates Bank International inside Bahrain and overseas. And in addition, he is having 14 year experience in hotel fields, properties and administration.
Mr. Juma joined Bahrain Tourism Company in March 2004. Mr. Ali Juma Ghuloom
Mr. Laxman Saval
2. Finance Manager
Mr. Laxman Saval is a Commerce Graduate from Bombay University, India. He also holds Law Degree from the same University. Mr. Saval has undergone training on IFRS conducted by KPMG. Other than Finance he is a certified Microsoft Professional (MCP), Network Security specialist and SAP Certified consultant.
Mr. Saval has more than 20 years’ experience in Finance and Technology related with overseeing day to day operations in leading industries. He worked with Unilever Arabia in a challenging role of Assistant Head of Finance Department for Bahrain Unit in his prior role, before joining Bahrain Tourism Company in 2006.
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5. Travel Manager
Mr. Ram Manohar is holding a Bachelor’s Degree in Science from University of Calicut. He has undergone several trainings in Travel Industry related Courses.
Mr. Ram is having more than 30 years’ experience in Travel Industry and is with Bahrain Tourism Company Since 1988.
Mr. Ram Manohar
Mr. Gilles Nicolas
4. Crowne Plaza Hotel - General Manager
Mr. Gilles Nicolas is holding a degree in hotel management from a Hospitality School in Paris and a MBA from the University of Liverpool. He has worked with Intercontinental Hotels Group since 2004 and has held various hotel operations roles across six different countries in three continents. Mr. Nicolas moves from his position as Resident Manager at Intercontinental Doha to Kingdom of Bahrain as General Manager of Crowne Plaza Bahrain.
Statutory AuditorsStatutory Audit was conducted by KPMG Fakhro and the fees for the services rendered amounted as below:
Year End Audit fees - BD 5,800
Quarterly Review fees - BD 6,800
Internal AuditorsInternal Audit services are provided by Grant Thornton. Fees for their review amounted to BD 14,000 for the year
2014
Detail of Company Shares
1- Ownership of Shares by nationality
Nationality No of Shareholders Total Shares % To Equity % of Shareholders
BAHRAINI 3,370 71,444,765 99.22 99.23
EMARATI 6 66,358 0.08 0.18
KUWAITI 1 100,000 0.13 0.03
QATARI 2 776 0.00 0.06
SAUDI 1 2,804 0.03 0.03
GCC Total 3,384 71,614,703 99.46 99.53
BAHAMIAN 1 1,100 0.01 0.03
BRITISH 1 295,850 0.41 0.03
EGYPTIAN 1 7,700 0.01 0.03
INDIAN 3 58,000 0.08 0.09
OTHERS 9 19,647 0.03 0.26
UNKNOWN 1 3,000 0.00 0.03
NON - GCC Total 16 385,297 0.54 0.47
GRAND TOTAL 3,396 72,000,000 100.00 100.00
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2- Ownership by size of Shareholders
Category No of Shareholders % of Shareholders No of Shares % of Shares
Less than 1% 3,386 99.64% 15,641,579 21.72%
1% up-5% 7 0.21% 10,106,120 14.04%
5% up-10% 2 0.12% 9,174,991 12.74%
10% up-20% - 0.00% - 0.00%
20% up-50% - 0.00% - 0.00%
50% and above 1 0.03% 37,077,310 51.50%
Total 3,396 100.00% 72,000,000 100.00%
3 -Detail of Shareholders holding 5% or more shares
Name of Shareholder No of Shares % of Shares
Social Insurance Organisation (SIO) 28,800,000 40.00%
Social Insurance Organisation (Pension) 8,277,310 11.50%
4- Shareholding by Directors
Name of Director Position No of Shares % of Shares
Qassim Mohamed Fakhroo Chairman 100,000 .14HamedMohd A. K. Al Awadhi V. Chairman 0 .00
Waleed Ahmed Al Khaja Board Member 100,000 .14
Adel Hussain Maskati Board Member 116,150 .16Jalal Mohamed Jalal Board Member 100,000 .14Jamal Abdulla Mohd. Al Mutawa Board Member 0 .00Reyadh Ahmed Al Mahmeed Board Member 0 .00Najah Hassan Al Arabi Board Member 0 .00
5. There are no material transactions that require Board approval.
